Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.3, any payments received by Security Agent (1) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 shall be applied to redeem the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRST, (a) to reimburse Security Agent and the Lenders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrower, under the Operative Agreements, and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” below) to Security Agent and the Lenders under this Mortgage, the Loan Agreement, or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2); SECOND, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECOND” of Section 3.3, plus any applicable Breakage Amount; and THIRD, as provided in clause “FOURTH” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part of the Collateral (provided, that such moneys shall be invested as provided in Article 6) as additional security for the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 6 contracts
Samples: Loan Agreement (Airtran Holdings Inc), Loan Agreement (Airtran Holdings Inc), Loan Agreement (Airtran Holdings Inc)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series A Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided 3.03 hereof then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral Additional Series Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; Third, (provided, that such moneys shall be invested as provided i) to pay the amounts specified in Article 6paragraph (i) as additional security for of clause “Third” of Section 3.03 hereof then due and payable in respect of the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.Related Series AA Equipment Notes;
Appears in 5 contracts
Samples: Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement (United Airlines, Inc.), Note Purchase Agreement
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A-1 and Series A-2 Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series C Equipment Notes; and
(iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series D Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; providedPROVIDED, HOWEVER, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 3 contracts
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/), Trust Indenture and Mortgage (Continental Airlines Inc /De/), Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.09 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Indenture Trustee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided3.03 hereof plus Make Whole Amount, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided any, then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral Series C Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; and Third, (provided, that such moneys shall be invested as provided i) to pay the amounts specified in Article 6paragraph (i) as additional security for of clause “Third” of Section 3.03 hereof then due and payable in respect of the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.Related Series A Equipment Notes;
Appears in 3 contracts
Samples: Trust Indenture and Security Agreement, Trust Indenture and Security Agreement (Us Airways Inc), Trust Indenture and Security Agreement (Us Airways Inc)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A-1 and Series A-2 Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series C-1 and Series C-2 Equipment Notes; and
(iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series D Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; providedPROVIDED, HOWEVER, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 2 contracts
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/), Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an the optional redemption of all of the unpaid Original Amount of the Equipment Notes Secured Certificates pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes Secured Certificates and to all other Secured Obligations amounts payable hereunder or to the Indenture Trustee or any Certificate Holder under the Participation Agreement by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Certificate Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Documents and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” below) to Security Agent the Indenture Trustee and the Lenders Certificate Holders under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Secured Certificates (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2)3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series G Secured Certificates; SECONDand
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amountif any, then due and payable in respect of the Series C Secured Certificates; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in accordance with Section 4.57.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Indenture Trustee shall be held by Security Agent the Indenture Trustee as part of the Collateral permitted by Section 6.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 5.06 hereof) as additional security for the obligations of Borrower the Owner under the Operative Agreements, Documents and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such damaged Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 2 contracts
Samples: Trust Indenture and Security Agreement (Northwest Airlines Corp), Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Notes;
(other than i) to pay the amounts specified in paragraph (i) of clause SECOND "Third" of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series C Equipment Notes; and
(iv) if any applicable Breakage Series D Equipment Notes have been issued, after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series D Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; providedPROVIDED, HOWEVER, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 2 contracts
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/), Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.3, any payments received by Security Agent Mortgagee (1) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 shall be applied to redeem the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRST, (a) to reimburse Security Agent Mortgagee and the Lenders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrower, under the Operative Agreements, and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” below) to Security Agent Mortgagee and the Lenders under this Mortgage, the Loan Agreement, or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2); SECOND, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECOND” of Section 3.3, plus any applicable LIBOR Breakage Amount; and THIRD, as provided in clause “FOURTH” of Section 3.3; provided, that if a Replacement Airframe or (together with any Replacement Engine Engine) is substituted for the Airframe or Engine (and, if applicable, Engines) subject to such Event of Loss as provided in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent Mortgagee shall be held by Security Agent Mortgagee as part of the Collateral permitted by Section 7.4 (provided, that such moneys shall be invested as provided in Article 6Section 6.6) as additional security for the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine (and, if applicable, Engines) and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 2 contracts
Samples: Loan Agreement (Airtran Holdings Inc), Loan Agreement (Airtran Holdings Inc)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the TRUST INDENTURE 13-1 Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amountif any, then due and payable in respect of the Series B Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Additional Series Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(i) to pay the amounts specified in paragraph (i) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series A Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series B Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 then due and payable in respect of the Related Additional Series Equipment Notes; and THIRDFourth, as provided in clause “FOURTHFourth” of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such TRUST INDENTURE 13-1 investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, further, however, in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a Default or particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraph in clause “Second” above that refers 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 Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2)Notes; SECONDSecond, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECONDThird” of Section 3.33.03 hereof in the order of priority set forth therein (including in the case of a redemption pursuant to Section 2.11 hereof, plus any applicable Breakage Make-Whole Amount, if applicable); Third, to pay the amounts specified in clause “Fourth” of Section 3.03 hereof in the order of priority set forth therein; and THIRDFourth, as provided in clause “FOURTHSixth” of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, further, however, in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a Default or particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraph in clause “Second” above that refers 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 Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Southwest Airlines Co)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an the optional redemption of all of the unpaid Original Amount of the Equipment Notes Secured Certificates pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes Secured Certificates and to all other Secured Obligations amounts payable hereunder or to the Indenture Trustee or any Certificate Holder under the Participation Agreement by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Certificate Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Documents and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” Clause Second below) to Security Agent the Indenture Trustee and the Lenders Certificate Holders under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Secured Certificates (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2); SECOND3.03 hereof plus, Make-Whole Premium, if any, then due and payable in respect of [the Series G-1 Secured Certificates] [and] [the Series G-2 Secured Certificates];
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Premium, if any, then due and payable in respect of [the Series C-1 Secured Certificates] [and] [the Series C-2 Secured Certificates]; [and]
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage AmountMake-Whole Premium, if any, then due and payable in respect of the Series D Secured Certificates; and
(iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus Make-Whole Premium, if any, then due and THIRDpayable in respect of the Series E Secured Certificates; and] Third, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in accordance with Section 4.57.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Indenture Trustee shall be held by Security Agent the Indenture Trustee as part of the Collateral permitted by Section 6.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 5.06 hereof) as additional security for the obligations of Borrower the Owner under the Operative Agreements, Documents and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such damaged Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.23.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; TRUST INDENTURE 2024-1 (AA and A); SECOND
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series A Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided 3.03 hereof then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral (providedAdditional Series Equipment Notes, that such moneys shall be invested as provided in Article 6) as additional security for the obligations but excluding distributions of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), amounts of Related Secured Obligations to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.Related Note Holders;
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series C Equipment Notes; and
(iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series D Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; providedPROVIDED, HOWEVER, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.09 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided other than the amounts specified in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2)Notes; SECONDSecond, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECONDThird” of Section 3.33.03 hereof in the order of priority set forth therein (including in the case of a redemption pursuant to Section 2.10 hereof, plus Make-Whole Amount, if any); Third, to pay the amounts specified in clause “Fourth” of Section 3.03 hereof in the order of priority set forth therein; Fourth, to pay the amounts specified in clause “Fifth” of Section 3.03 hereof in the order of priority set forth therein; Fifth, if any applicable Breakage Amount; Related Event of Default shall have occurred and THIRDbe continuing, as provided in clause “FOURTHseventh” of Section 3.33.03 hereof; and Sixth, as provided in clause “Eighth” of Section 3.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; providedthat in the case of a redemption of Equipment Notes pursuant to Section 2.10(c) or (d), if a Default or particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to clause “Second” above with respect to such Series. 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 Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (United Air Lines Inc)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.3(S) 3.03, any payments received by Security Agent Mortgagee (1) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 (S) 2.11 shall be applied to redeem the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” "Second" below) to Security Agent Mortgagee, the Note Holders, and the Lenders other Mortgage Indemnitees under this Mortgage, the Loan Participation Agreement, or the Equipment Notes (other than amounts specified in clause SECOND Second of this Section 3.2(S) 3.02); SECOND;
(a) to pay the amounts specified in subclause (a) of clause "Third" of (S) 3.03, plus any Make-Whole Amount then due and payable on the Series A Equipment Notes;
(b) after giving effect to subclause (a) of this clause "Second", to pay the amounts specified in Section 2.10 subclause (if applicableb) and of clause “SECOND” "Third" of Section 3.3(S) 3.03, plus any applicable Breakage AmountMake-Whole Amount then due and payable in respect of the Series B Equipment Notes; and
(c) after giving effect to subclause (b) of this clause "Second", to pay the amounts specified in subclause (c) of clause "Third" of (S) 3.03, plus any Make-Whole Amount then due and payable in respect of the Series C Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Seventh" of Section 3.3(S) 3.03; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.5(S) 4.05, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent Mortgagee shall be held by Security Agent Mortgagee as part of the Collateral permitted by (S) 7.04 (provided, that such moneys shall be invested as provided in Article 6(S) 6.06) as additional security for the obligations of Borrower Owner under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower Owner at Borrower’s Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.09 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Indenture Trustee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided 3.03 hereof then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral (providedAdditional Series Equipment Notes, that such moneys shall be invested as provided in Article 6) as additional security for the obligations but excluding distributions of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), amounts of Related Secured Obligations to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided hereinRelated Note Holders; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.and
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Us Airways Inc)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.09 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Indenture Trustee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided3.03 hereof plus Make Whole Amount, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided any, then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral (providedSeries C Equipment Notes, that such moneys shall be invested as provided in Article 6) as additional security for the obligations but excluding distributions of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), amounts of Related Secured Obligations to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided hereinRelated Note Holders; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.and
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Us Airways Inc)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an the optional redemption of all of the unpaid Original Amount of the Equipment Notes Secured Certificates pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes Secured Certificates and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Certificate Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Documents and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” below) to Security Agent the Indenture Trustee, the Certificate Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Secured Certificates (other than amounts specified in clause SECOND “Second” below);
(i) to pay the amounts specified in paragraph (i) of this clause “Third” of Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Secured Certificates;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Secured Certificates; and
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Additional Series Secured Certificates; and THIRDThird, as provided in clause “FOURTHSixth” of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in accordance with Section 4.57.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Indenture Trustee shall be held by Security Agent the Indenture Trustee as part of the Collateral permitted by Section 6.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 5.06 hereof) as additional security for the obligations of Borrower the Owner under the Operative Agreements, Documents and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such damaged Airframe or Engine and the replacement thereof as provided herein; provided. Notwithstanding anything to the contrary in this Section 3.02, in the case of a redemption of Secured Certificates pursuant to Section 2.11(b) and Section 2.11(c), if a Default or particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraph in clause “Second” above that refers to such Series in connection with such redemption. No Make-Whole Amount shall be due and payable on the Secured Certificates as a consequence of the redemption of the Secured Certificates as a result of an Event of Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Corp)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Notes;
(other than i) to pay the amounts specified in paragraph (i) of clause SECOND "Third" of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series C Equipment Notes; and
(iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series D Equipment Notes; and THIRDThird, as provided in clause “FOURTH” the balance, if any, of Section 3.3such payments or amounts remaining thereafter shall be distributed to the Owner; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of this clause “Third” of Section 3.2)3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations then due and payable in respect of Related Series A Equipment Notes; SECONDand
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.3, plus any applicable Breakage Amount; 3.03 hereof then due and THIRD, as provided payable in clause “FOURTH” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral (providedAdditional Series Equipment Notes, that such moneys shall be invested as provided but excluding distributions of amounts of Related Secured Obligations then due and payable in Article 6) as additional security for the obligations respect of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided hereinRelated Additional Series Equipment Notes; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.and
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) in connection with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this Mortgage, the Loan Agreement, Trust Indenture or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2)3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes;
(ii) [reserved];
(iii) [reserved]; SECONDand
(iv) after giving effect to paragraph (ii) above, to pay the amounts specified in Section 2.10 paragraph (if applicableiv) and of clause “SECONDThird” of Section 3.33.03 hereof then due and payable in respect of the Additional Series Equipment Notes; provided that, plus any in connection with a partial redemption pursuant to Section 2.10 or Section 2.11(c), Mortgagee shall only apply the applicable Breakage AmountSeries’ Pro Rata Share of the amount payable to such Series pursuant to clause “Second” above (in lieu of applying the full amount that would otherwise be payable by reference to Section 3.03 hereof); and THIRDThird, as provided in clause “FOURTH” the balance, if any, of Section 3.3such payments or amounts remaining thereafter shall be distributed to the Owner; provided, however, that if a Replacement Airframe Airframe, Replacement Engine or Replacement Spare Engine is shall be substituted for the Airframe Airframe, Engine or Spare Engine subject to such Event of Loss as provided in Section 4.54.05(a) or 4.05(b) hereof, or Section 2.04(a) of the Spare Engines Security Agreement, as applicable, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe Airframe, Engine or Spare Engine and the replacement thereof as provided herein; provided, further, however, in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a Default particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraph in clause “Second” above that refers 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 all or a portion of Equipment Notes as a result of an Event of Default then exists, Security Agent shall continue Loss with respect to hold (and apply) such proceeds as provided herein until such Default any Collateral or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowerconnection with curing a Collateral Trigger Event.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (United Airlines, Inc.)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof 2002 EETC - Mortgage (Owned) (10) shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Mortgage Indemnitees under this Mortgage, the Loan Agreement, or the Equipment Notes Trust Indenture (other than the amounts specified in clause SECOND "Second" below), the Participation Agreement or the Equipment Notes;
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2)3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes; SECONDand
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amountif any, then due and payable in respect of the Series B Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if further, that no Make-Whole Amount shall be payable in connection with a Default or redemption resulting from an Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to BorrowerLoss.
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an the optional redemption of all of the unpaid Original Amount of the Equipment Notes Secured Certificates pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes Secured Certificates and to all other Secured Obligations specified in Sections 2.06(i) and (ii) hereof then due by applying such funds in the following order of priority: FIRST, :
(a) to reimburse Security Agent and the Lenders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrower, under the Operative Agreements, and then (bi) to pay any other Secured Obligations then due (except as provided in clause “SECOND” below) to Security Agent and the Lenders under this Mortgage, the Loan Agreement, or the Equipment Notes (other than amounts specified in paragraph (i) of clause SECOND "Third" of this Section 3.2)3.03 hereof then due and payable in respect of the Series A Secured Certificates; SECOND(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof then due and payable in respect of the Series B Secured Certificates; (iii) after giving effect to paragraph (ii) above, plus any applicable Breakage Amountto pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof then due and payable in respect of the Series C Secured Certificates; and THIRDThird, as provided in clause “FOURTH” "Third" of Section 3.33.03 hereof in respect of all Related Secured Obligations under each Defaulted Operative Indenture; and Fourth, as provided in clause "Fourth" of Section 3.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in accordance with Section 4.57.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Indenture Trustee shall be held by Security Agent the Indenture Trustee as part of the Collateral permitted by Section 6.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 5.06 hereof) as additional security for the obligations of Borrower the Owner under the Operative Agreements, Documents and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such damaged Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the TRUST INDENTURE 14-1 Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amountif any, then due and payable in respect of the Series B Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Additional Series Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(i) to pay the amounts specified in paragraph (i) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series A Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series B Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 then due and payable in respect of the Related Additional Series Equipment Notes; and THIRDFourth, as provided in clause “FOURTHFourth” of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such TRUST INDENTURE 14-1 investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, further, however, in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a Default or particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraph in clause “Second” above that refers 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 Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Notes;
(other than i) to pay the amounts specified in paragraph (i) of clause SECOND "Third" of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series C Equipment Notes; and
(iv) if any applicable Breakage Series D Equipment Notes have been issued, after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series D Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower under the Operative Agreements, Owner secured by this Trust Indenture and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amountif any, then due and payable in respect of the Series B Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; and THIRDTRUST INDENTURE 22-1 (A and B) 21
(iii) after giving effect to paragraphs (i) and (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Additional Series Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(i) to pay the amounts specified in paragraph (i) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series A Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series B Equipment Notes; and
(iii) after giving effect to paragraphs (i) and (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 then due and payable in respect of the Related Additional Series Equipment Notes; and Fourth, as provided in clause “FOURTHFourth” of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, further, however, in the case of a redemption of Equipment Notes pursuant to Section 2.11(b) or Section 2.11(c), if a Default or particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraph in clause “Second” above that refers 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 Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds one or more Engines or as provided herein until such Default or Event a result of Default no longer exists, in which case Security Agent shall release the remaining portion a Change of such proceeds (and of such investment earnings) over to BorrowerControl.
Appears in 1 contract
Samples: Note Purchase Agreement (Sun Country Airlines Holdings, Inc.)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.09 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided other than the amounts specified in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2)Notes; SECONDSecond, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECONDThird” of Section 3.33.03 hereof in the order of priority set forth therein (including in the case of a redemption pursuant to Section 2.10 hereof, plus Make-Whole Amount, if any); Third, to pay the amounts specified in clause “Fourth” of Section 3.03 hereof in the order of priority set forth therein; Fourth, to pay the amounts specified in clause “Fifth” of Section 3.03 hereof in the order of priority set forth therein; Fifth, if any applicable Breakage Amount; Related Event of Default shall have occurred and THIRDbe continuing, as provided in clause “FOURTHseventh” of Section 3.33.03 hereof; and Sixth, as provided in clause “Eighth” of Section 3.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if . No Make-Whole Amount shall be due and payable on the Equipment Notes as a Default or consequence of the redemption of the Equipment Notes as a result of an Event of Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (United Air Lines Inc)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.3Sections 3.03 and 3.04 and subject to the following proviso, any payments received by Security Agent Loan Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTfirst, so much of such payment as is required (ai) to reimburse Security Agent Loan Trustee and the Lenders Noteholders for any reasonable costs or expenses actually incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerCompany, under the Operative Agreements, Documents and then (bii) to pay any other Secured Obligations then due (except as provided in clause “SECONDsecond” and “third” below) to Security Agent Loan Trustee, Noteholders and the Lenders other Indenture Indemnitees under this MortgageIndenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2“second” and “third” below); SECONDsecond, after giving effect to clause “first” above:
(i) so much of such payment remaining as is required to pay the amounts specified in Section 2.10 paragraph (if applicablei) and of clause “SECONDthird” of Section 3.33.03 plus Make-Whole Amount, if any, then due and payable in respect of the Series 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 any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Noteholders;
(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 C Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Noteholders; and THIRDand
(iv) after giving effect to paragraph (iii) above, so much of such payment remaining as is required to pay the amounts specified in paragraph (iv) of clause “third” of Section 3.03, but excluding distributions of amounts of Related Secured Obligations to Related Noteholders; third, as provided in clause “FOURTHthird” of Section 3.33.03 in respect of Related Secured Obligations under each Defaulted Operative Indenture other than sub-clauses (xi) and (xvii) of clause “third” of Section 3.03; providedand fourth, that the balance, if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to any, of such Event of Loss payment, as provided in clause “fourth” of Section 4.5, 3.03; provided that any insurance, condemnation or similar proceeds which result resulting from such an Event of Loss and that are paid over to Security Agent received by Loan Trustee shall be held and distributed by Security Agent Loan Trustee as part of the Collateral (providedprovided in Sections 7.05(c) and 7.06(d), and any such proceeds that such moneys are held by Loan Trustee shall be invested as provided in Article 6) as additional security for Section 5.06; and provided, further, in the obligations case of Borrower under the Operative Agreements, and such proceeds (and such investment earningsa redemption of Equipment Notes pursuant to Section 2.11(b), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or 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 Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.
Appears in 1 contract
Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the TRUST INDENTURE 2013-1 Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided 3.03 hereof then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral (providedAdditional Series Equipment Notes, that such moneys shall be invested as provided in Article 6) as additional security for the obligations but excluding distributions of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), amounts of Related Secured Obligations to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided hereinRelated Note Holders; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.and
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Hawaiian Holdings Inc)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the TRUST INDENTURE 12-1 Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided 3.03 hereof then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral Additional Series Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; and Third, (provided, that such moneys shall be invested as provided i) to pay the amounts specified in Article 6paragraph (i) as additional security for of clause “Third” of Section 3.03 hereof then due and payable in respect of the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.Related Series A Equipment Notes;
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; and
(iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Additional Series Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(i) to pay the amounts specified in paragraph (i) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series AA Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series A Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series B Equipment Notes; and
(iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause “Third” of Section 3.03 then due and payable in respect of the Related Additional Series Equipment Notes; and THIRDFourth, as provided in clause “FOURTHFourth” of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, further, however, in the case of a redemption of Equipment Notes pursuant to Section 2.11(b) or Section 2.11(c), if a Default or particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraph in clause “Second” above that refers 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 Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided 3.03 hereof then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral (providedAdditional Series Equipment Notes, that such moneys shall be invested as provided in Article 6) as additional security for the obligations but excluding distributions of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), amounts of Related Secured Obligations to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided hereinRelated Note Holders; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.and
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2clauses “Second” and “Third” below); SECONDTRUST INDENTURE 2020-1 Second, (i) to pay the amounts specified in Section 2.10 paragraph (if applicablei) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRD, as provided payable in clause “FOURTH” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral (providedSeries A Equipment Notes, that such moneys shall be invested as provided in Article 6) as additional security for the obligations but excluding distributions of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), amounts of Related Secured Obligations to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.Related Note Holders;
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided 3.03 hereof then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral Additional Series Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; and Third, (provided, that such moneys shall be invested as provided i) to pay the amounts specified in Article 6paragraph (i) as additional security for of clause “Third” of Section 3.03 hereof then due and payable in respect of the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.Related Series A Equipment Notes;
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of this clause “Third” of Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided3.03 hereof plus Make-Whole Amount, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided any, then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral Series C Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; and
(provided, that such moneys shall be invested as provided in Article 6iv) as additional security for the obligations of Borrower under the Operative Agreements, and such proceeds after giving effect to paragraph (and such investment earnings)iii) above, to pay the extent not theretofore applied as provided hereinamounts specified in paragraph (iv) of clause “Third” of Section 3.03 hereof, shall be released but excluding distributions of amounts of Related Secured Obligations to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided hereinRelated Note Holders; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.and
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series A Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided3.03 hereof plus Make-Whole Amount, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided any, then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral Series B Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; and
(provided, that such moneys shall be invested as provided in Article 6iv) as additional security for the obligations of Borrower under the Operative Agreements, and such proceeds after giving effect to paragraph (and such investment earnings)iii) above, to pay the extent not theretofore applied as provided hereinamounts specified in paragraph (iv) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Additional Series Equipment Notes, shall be released but excluding distributions of amounts of Related Secured Obligations to Borrower at Borrower’s written request upon Related Note Holders; Third, (i) to pay the release amounts specified in paragraph (i) of such Airframe or Engine clause “Third” of Section 3.03 hereof then due and payable in respect of the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.Related Series AA Equipment Notes;
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A-1 and Series A-2 Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes; and
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series C Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Southwest Airlines Co)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.09 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (aa ) to reimburse Security Agent the Indenture Trustee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Indenture Trustee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i ) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii ) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii ) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided3.03 hereof plus Make Whole Amount, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided any, then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral Series C Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; and Third, (provided, that such moneys shall be invested as provided i ) to pay the amounts specified in Article 6paragraph (i) as additional security for of clause “Third” of Section 3.03 hereof then due and payable in respect of the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.Related Series A Equipment Notes;
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an the optional redemption of all of the unpaid Original Amount of the Equipment Notes Secured Certificates pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes Secured Certificates and to all other Secured Obligations amounts payable hereunder or to the Indenture Trustee or any Certificate Holder under the Participation Agreement by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Certificate Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Documents and then (b) to pay any other Secured Obligations amounts then due to the Indenture Trustee and the Certificate Holders under this Trust Indenture, the Participation Agreement or the Secured Certificates;
(except as provided in clause “SECOND” belowi) to Security Agent and pay the Lenders under this Mortgage, the Loan Agreement, or the Equipment Notes (other than amounts specified in paragraph (i) of clause SECOND "Third" of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Secured Certificates;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Secured Certificates; and
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series C Secured Certificates; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in accordance with Section 4.57.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Indenture Trustee shall be held by Security Agent the Indenture Trustee as part of the Collateral permitted by Section 6.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 5.06 hereof) as additional security for the obligations of Borrower the Owner under the Operative Agreements, Documents and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such damaged Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Holdings Corp/Pred)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2); SECOND3.03 hereof plus Make-Whole Amount and Related Make-Whole Amount, if any, then due and payable in respect of the Series G-1 Equipment Notes, Series G-2 Equipment Notes, Related Series G-1 Equipment Notes and Related Series G-2 Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof;
(iii) after giving effect to paragraph (ii) above, plus any applicable Breakage Amountto pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof (without giving effect to the proviso thereto); and
(iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "Third" of Section 3.03 hereof; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; providedPROVIDED, HOWEVER, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; providedPROVIDED, FURTHER, HOWEVER, in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a Default or Event particular Series is not being redeemed pursuant thereto, no application of Default then exists, Security Agent funds shall continue be made pursuant to hold (and apply) the paragraph in clause "Second" above that refers to such proceeds as provided herein until Series in connection with such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowerredemption.
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an the optional redemption of all of the unpaid Original Amount of the Equipment Notes Secured Certificates pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes Secured Certificates and to all other Secured Obligations amounts payable -19- hereunder or to the Indenture Trustee or any Certificate Holder under the Participation Agreement by applying such funds in the following order of priority: FIRST, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Certificate Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Documents and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” below) to Security Agent the Indenture Trustee and the Lenders Certificate Holders under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Secured Certificates (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A-1 Secured Certificates and the Series A-2 Secured Certificates;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Secured Certificates; [and]
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount; , if any, then due and payable in respect of the Series C Secured Certificates[.] [;and] [(iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series D Secured Certificates. -- A319's and 757's] THIRD, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; providedPROVIDED, HOWEVER, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in accordance with Section 4.57.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Indenture Trustee shall be held by Security Agent the Indenture Trustee as part of the Collateral permitted by Section 6.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 5.06 hereof) as additional security for the obligations of Borrower the Owner under the Operative Agreements, Documents and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such damaged Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Corp)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Notes;
(other than i) to pay the amounts specified in paragraph (i) of clause SECOND "Third" of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A-1 and Series A-2 Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series C Equipment Notes; and
(iv) if any applicable Breakage Series D Equipment Notes have been issued, after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series D Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower under the Operative Agreements, Owner secured by this Trust Indenture and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an the optional redemption of all of the unpaid Original Amount of the Equipment Notes Secured Certificates pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes Secured Certificates and to all other Secured Obligations amounts payable hereunder or to the Indenture Trustee or any Certificate Holder under the Participation Agreement by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Certificate Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Documents and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” below) to Security Agent the Indenture Trustee and the Lenders Certificate Holders under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Secured Certificates (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2)3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series G-2 Secured Certificates; SECONDand
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amountif any, then due and payable in respect of the Series C-2 Secured Certificates; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in accordance with Section 4.57.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Indenture Trustee shall be held by Security Agent the Indenture Trustee as part of the Collateral permitted by Section 6.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 5.06 hereof) as additional security for the obligations of Borrower the Owner under the Operative Agreements, Documents and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such damaged Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the TRUST INDENTURE 10-1 Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided 3.03 hereof then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral (providedAdditional Series Equipment Notes, that such moneys shall be invested as provided in Article 6) as additional security for the obligations but excluding distributions of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), amounts of Related Secured Obligations to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided hereinRelated Note Holders; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.and
Appears in 1 contract
Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an the optional redemption of all of the unpaid Original Amount of the Equipment Notes Secured Certificates pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes Secured Certificates and to all other Secured Obligations amounts payable hereunder or to the Indenture Trustee or any Certificate Holder under the Participation Agreement by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Certificate Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Documents and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” below) to Security Agent the Indenture Trustee and the Lenders Certificate Holders under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Secured Certificates (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series G Secured Certificates;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Secured Certificates; and
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series C Secured Certificates; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in accordance with Section 4.57.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Indenture Trustee shall be held by Security Agent the Indenture Trustee as part of the Collateral permitted by Section 6.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6) as additional security for the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.in
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Northwest Airlines Inc /Mn)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Mortgage Indemnitees under this Mortgage, the Loan Agreement, or the Equipment Notes Trust Indenture (other than the amounts specified in clause SECOND "Second" below), the Participation Agreement or the Equipment Notes;
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2)3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series G Equipment Notes; SECONDand
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amountif any, then due and payable in respect of the Series C Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if further, that no Make-Whole Amount shall be payable in connection with a Default or redemption resulting from an Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to BorrowerLoss.
Appears in 1 contract
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the TRUST INDENTURE 14-2 Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, plus any applicable Breakage Amount; if any, then due and THIRDpayable in respect of the Series B Equipment Notes, as provided but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “FOURTHThird” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided 3.03 hereof then due and payable in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral Additional Series Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders; Third, (provided, that such moneys shall be invested as provided i) to pay the amounts specified in Article 6paragraph (i) as additional security for of clause “Third” of Section 3.03 hereof then due and payable in respect of the obligations of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.Related Series A Equipment Notes;
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Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause “SECOND” "Second" below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Notes;
(other than i) to pay the amounts specified in paragraph (i) of clause SECOND "Third" of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A-1 and Series A-2 Equipment Notes;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series C-1 and Series C-2 Equipment Notes; and
(iv) after giving effect to paragraph (iii) above, to pay the amounts specified in paragraph (iv) of clause "Third" of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series D Equipment Notes; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; providedPROVIDED, HOWEVER, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
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Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Indenture Trustee (1i) with respect to the Airframe or the Airframe and one or more Engines Aircraft as the result of a mandatory redemption upon an Event of Loss or (2ii) pursuant to an the optional redemption of all of the unpaid Original Amount of the Equipment Notes Secured Certificates pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes Secured Certificates and to all other Secured Obligations amounts payable hereunder or to the Indenture Trustee or any Certificate Holder under the Participation Agreement by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Indenture Trustee and the Lenders Certificate Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by Borrowerthe Owner, under the Operative Agreements, Documents and then (b) to pay any other Secured Obligations amounts then due (except as provided in clause “SECOND” below) to Security Agent the Indenture Trustee and the Lenders Certificate Holders under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes Secured Certificates (other than amounts specified in clause SECOND Second below);
(i) to pay the amounts specified in paragraph (i) of this clause "Third" of Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Secured Certificates;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECOND” "Third" of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series B Secured Certificates; and
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause "Third" of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series C Secured Certificates; and THIRDThird, as provided in clause “FOURTH” "Fourth" of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in accordance with Section 4.57.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Indenture Trustee shall be held by Security Agent the Indenture Trustee as part of the Collateral permitted by Section 6.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 5.06 hereof) as additional security for the obligations of Borrower the Owner under the Operative Agreements, Documents and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrower’s the Owner's written request upon the release of such damaged Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.
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Samples: Trust Indenture and Security Agreement (Northwest Airlines Corp)
Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableii) and of clause “SECONDThird” of Section 3.33.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Additional Series Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(i) to pay the amounts specified in paragraph (i) of clause “Third” of Section 3.03 hereof plus any applicable Breakage Make-Whole Amount, if any, then due and payable in respect of the Series AA Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) after giving effect to paragraph (i) above, to pay the amounts specified in paragraph (ii) of clause “Third” of Section 3.03 hereof then due and payable in respect of the Related Series A Equipment Notes;
(iii) after giving effect to paragraph (ii) above, to pay the amounts specified in paragraph (iii) of clause “Third” of Section 3.03 then due and payable in respect of the Related Additional Series Equipment Notes; and THIRDFourth, as provided in clause “FOURTHFourth” of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional TRUST INDENTURE 16-1 security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, further, however, in the case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a Default or particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to the paragraph in clause “Second” above that refers 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 Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.
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Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.09 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided other than the amounts specified in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clause SECOND of this Section 3.2)Notes; SECONDSecond, to pay the amounts specified in Section 2.10 (if applicable) and clause “SECONDThird” of Section 3.33.03 hereof in the order of priority set forth therein (including in the case of a redemption pursuant to Section 2.10 hereof, plus any applicable Breakage Make-Whole Amount, if applicable, any Break Amount, if applicable, or any Prepayment Premium, if applicable); Third, to pay the amounts specified in clause “Fourth” of Section 3.03 hereof in the order of priority set forth therein; and THIRDFourth, as provided in clause “FOURTHSixth” of Section 3.33.03 hereof; provided, however, that if a Replacement Airframe or Replacement Engine is shall be substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.54.05 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent the Mortgagee shall be held by Security Agent the Mortgagee as part of the Collateral permitted by Section 7.04 hereof (provided, provided that such moneys shall be invested as provided in Article 6Section 6.06 hereof) as additional security for the obligations of Borrower Owner under the Operative Agreements, Agreements and such proceeds (and such investment earnings), to the extent not theretofore applied as provided herein, shall be released to Borrower the Owner at Borrowerthe Owner’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; providedthat in the case of a redemption of Equipment Notes pursuant to Section 2.10(b), if a Default particular Series is not being redeemed pursuant thereto, no application of funds shall be made pursuant to clause “Second” above with respect to such Series. No Make-Whole Amount or Prepayment Premium 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 Default then exists, Security Agent shall continue Loss with respect to hold (the Airframe or the Airframe and apply) such proceeds as provided herein until such Default one or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrowermore Engines.
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Event of Loss; Replacement; Optional Redemption. Except as otherwise provided in Section 3.33.03 hereof, any payments received by Security Agent the Mortgagee (1i) with respect to the Airframe or the Airframe and one or more Engines as the result of a mandatory redemption upon an Event of Loss pursuant to Section 2.10 or (2ii) pursuant to an optional redemption of all of the unpaid Original Amount of the Equipment Notes pursuant to Section 2.10 2.11 hereof shall be applied to redeem redemption of the Equipment Notes and to all other Secured Obligations then due by applying such funds in the following order of priority: FIRSTFirst, (a) to reimburse Security Agent the Mortgagee and the Lenders Note Holders for any reasonable costs or expenses incurred in connection with such redemption for which they are entitled to reimbursement, or indemnity by BorrowerOwner, under the Operative Agreements, Agreements and then (b) to pay any other Secured Obligations then due (except as provided in clause clauses “SECONDSecond” and “Third” below) to Security Agent the Mortgagee, the Note Holders and the Lenders other Indenture Indemnitees under this MortgageTrust Indenture, the Loan Agreement, Participation Agreement or the Equipment Notes (other than amounts specified in clauses “Second” and “Third” below);
(i) to pay the amounts specified in paragraph (i) of clause SECOND “Third” of this Section 3.2); SECOND3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts of Related Secured Obligations to Related Note Holders;
(ii) [reserved];
(iii) after giving effect to paragraph (i) above, to pay the amounts specified in Section 2.10 paragraph (if applicableiii) and of clause “SECONDThird” of Section 3.3, plus any applicable Breakage Amount; 3.03 hereof then due and THIRD, as provided payable in clause “FOURTH” of Section 3.3; provided, that if a Replacement Airframe or Replacement Engine is substituted for the Airframe or Engine subject to such Event of Loss as provided in Section 4.5, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to Security Agent shall be held by Security Agent as part respect of the Collateral (providedAdditional Series Equipment Notes, that such moneys shall be invested as provided in Article 6) as additional security for the obligations but excluding distributions of Borrower under the Operative Agreements, and such proceeds (and such investment earnings), amounts of Related Secured Obligations to the extent not theretofore applied as provided herein, shall be released to Borrower at Borrower’s written request upon the release of such Airframe or Engine and the replacement thereof as provided herein; provided, if a Default or Event of Default then exists, Security Agent shall continue to hold (and apply) such proceeds as provided herein until such Default or Event of Default no longer exists, in which case Security Agent shall release the remaining portion of such proceeds (and of such investment earnings) over to Borrower.Related Note Holders;
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