Common use of Payments in the Event of Prepayment Clause in Contracts

Payments in the Event of Prepayment. (a) Except as otherwise ----------------------------------- provided in Section 3.3 or 3.5, in the event of any prepayment of an Equipment Note or Notes, in whole or in part, in accordance with the provisions of Section 2.10 any amount received by the Indenture Trustee shall in each case be distributed and paid in the following order of priority: first, so much of such ----- amount as shall be required to pay the aggregate amount of the principal, Premium, if any, and interest and all other amounts to be paid on such Equipment Note or Notes pursuant to Section 2.10 shall be paid to the holders of such Equipment Note or Notes, such prepayment to be made ratably to such Equipment Note or Notes to which such prepayment relates, without priority of one over any other, in the proportion that the amount to be prepaid on each such Equipment Note bears to the aggregate amount to be paid on all such Equipment Notes; and second, the balance, if any, of such amount remaining thereafter shall be ------ distributed to the Owner Trustee for distribution in accordance with the terms of the Trust Agreement. (b) Except as otherwise provided in Section 3.3 or 3.5 hereof, any amounts received directly or through the Lessee from any governmental authority or other party pursuant to Section 11 of the Lease with respect to any Unit as the result of an Event of Loss, to the extent that such amounts are not at the time required to be paid to the Lessee pursuant to said Section 11, and any amounts of insurance proceeds for damage to the Indenture Estate received directly or though the Lessee from any insurer pursuant to Section 12 of the Lease with respect Trust Indenture and Security Agreement (GARC II 98-A) thereto as the result of an Event of Loss, to the extent such amounts are not at the time required to be paid to the Lessee pursuant to said Section 12, shall be applied as provided in clause (a) of this Section 3.2; provided that, if any Replacement Unit is to be substituted for the Unit subject to such Event of Loss as provided in Section 11.2 of the Lease and Section 5.7 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Indenture Estate as security for the obligations of the Lessee under the Operative Agreements and invested in accordance with the terms of Section 6.4(b) hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee upon or in connection with the replacement thereof as provided in such Sections.

Payments in the Event of Prepayment. (a) Except as otherwise ----------------------------------- provided in Section 3.3 3.03 or 3.53.05, in the event of any prepayment of an Equipment Note or Notes, in whole or in part, in accordance with the provisions of Section 2.10 any amount received by the Indenture Trustee shall in each case be distributed and paid in the following order of priority: first, so much of such ----- amount as shall be required for the purpose of prepayment shall be distributed and paid to the holders of such Equipment Note or Notes to pay the aggregate amount of the payment of principal, PremiumMake-Whole Amount, if any, and interest and all other amounts to be paid prepaid on such Equipment Note or Notes pursuant to Section 2.10 shall be paid to the holders of such Equipment Note or Notes2.10, such prepayment to be made ratably to such Equipment Note or Notes to which such prepayment relates, without priority of one over any other, in the proportion that the amount to be prepaid on each such Equipment Note bears to the aggregate amount to be paid on all such Equipment Notes; and second, the balance, if any, of such amount remaining thereafter shall be ------ distributed to the Owner Trustee for distribution in accordance with the terms of the Trust Agreement. (b) Except as otherwise provided in Section 3.3 3.03 or 3.5 3.05 hereof, any amounts received directly or through the Lessee from any governmental authority or other party pursuant to Section 11 of the Lease with respect to any Unit as the result of an Event of Loss, to the extent that such amounts are not at the time required to be paid to the Lessee pursuant to said Section 11, and any amounts of insurance proceeds for damage to the Indenture Estate received directly or though the Lessee from any insurer pursuant to Section 12 of the Lease with respect Trust Indenture and Security Agreement (GARC II 98-A) thereto as the result of an Event of Loss, to the extent such amounts are not at the time required to be paid to the Lessee pursuant to said Section 12, shall be applied as provided in clause (a) of this Section 3.2; provided that, if any Replacement Unit is to be substituted for the Unit subject to such Event of Loss as provided in Section 11.2 of the Lease and Section 5.7 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Indenture Estate as security for the obligations of the Lessee under the Operative Agreements and invested in accordance with the terms of Section 6.4(b) hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee upon or in connection with the replacement thereof as provided in such Sections3.02.

Payments in the Event of Prepayment. (a) Except as otherwise ----------------------------------- provided in Section 3.3 3.03 or 3.53.05, in the event of any prepayment of an Equipment Note or Notes, in whole or in part, in accordance with the provisions of Section 2.10 any amount received by the Indenture Trustee shall in each case be distributed and paid by the Indenture Trustee as promptly as possible in the following order of priority: first, so much of such ----- amount as shall be required ----- for the purpose of prepayment shall be distributed and paid to the holders of such Equipment Note or Notes to pay the aggregate amount of the payment of principal, PremiumMake-Whole Amount, if any, and interest and all other amounts to be paid prepaid on such Equipment Note or Notes pursuant to Section 2.10 shall be paid to the holders of such Equipment Note or Notes2.10, such prepayment to be made ratably to such Equipment Note or Notes to which such prepayment relates, without priority of one over any other, in the proportion that the amount to be prepaid on each such Equipment Note bears to the aggregate amount to be paid on all such Equipment Notes; and second, the balance, if any, of such amount ------ remaining thereafter shall be ------ distributed to the Owner Trustee for distribution in accordance with the terms of the Trust Agreement. (b) Except as otherwise provided in Section 3.3 3.03 or 3.5 3.05 hereof, any amounts received by the Indenture Trustee directly or through the Lessee from any governmental authority or other party pursuant to Section 11 of the Lease with respect to any Unit as the result of an Event of Loss, to the extent that such amounts are not at the time required to be paid to the Lessee pursuant to said Section 11, and any amounts of insurance proceeds for damage to the Indenture Estate received directly or though the Lessee from any insurer pursuant to Section 12 of the Lease with respect Trust Indenture and Security Agreement (GARC II 98-A) thereto as the result of an Event of Loss, to the extent such amounts are not at the time required to be paid to the Lessee pursuant to said Section 12, shall be applied by the Indenture Trustee as provided in clause (a) of this Section 3.2; provided that, if any Replacement Unit is to be substituted for the Unit subject to such Event of Loss as provided in Section 11.2 of the Lease and Section 5.7 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Indenture Estate as security for the obligations of the Lessee under the Operative Agreements and invested in accordance with the terms of Section 6.4(b) hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee upon or in connection with the replacement thereof as provided in such Sections3.02.

Payments in the Event of Prepayment. (a) Except as otherwise ----------------------------------- provided in Section 3.3 or 3.5, in the event of any prepayment of an Equipment Note or Notes, in whole or in part, in accordance with the provisions of Section 2.10 any amount received by the Indenture Trustee shall in each case be distributed and paid in the following order of priority: first, so much of such ----- amount as shall be required to pay the aggregate amount ----- of the principal, Premium, if any, and interest and all other amounts to be paid on such Equipment Note or Notes pursuant to Section 2.10 shall be paid to the holders of such Equipment Note or Notes, such prepayment to be made ratably to such Equipment Note or Notes to which such prepayment relates, without priority of one over any other, in the proportion that the amount to be prepaid on each such Equipment Note bears to the aggregate amount to be paid on all such Equipment Notes; and second, the balance, if any, of such amount remaining ------ thereafter shall be ------ distributed to the Owner Trustee for distribution in accordance with the terms of the Trust Agreement. (b) Except as otherwise provided in Section 3.3 or 3.5 hereof, any amounts received directly or through the Lessee from any governmental authority or other party pursuant to Section 11 of the Lease with respect to any Unit as the result of an Event of Loss, to the extent that such amounts are not at the time required to be paid to the Lessee pursuant to said Section 11, and any amounts of insurance proceeds for damage to the Indenture Estate received directly or though the Lessee from any insurer pursuant to Section 12 of the Lease with respect Trust Indenture and Security Agreement (GARC II 98-A) thereto as the result of an Event of Loss, to the extent such amounts are not at the time required to be paid to the Lessee pursuant to said Section 12, shall be applied as provided in clause (a) of this Section 3.2; provided that, if any Replacement Unit is to be substituted for the Unit subject to such Event of Loss as provided in Section 11.2 of the Lease and Section 5.7 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Indenture Estate as security for the obligations of the Lessee under the Operative Agreements and invested in accordance with the terms of Section 6.4(b) hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee upon or in connection with the replacement thereof as provided in such Sections.

Payments in the Event of Prepayment. (a) Except as otherwise ----------------------------------- provided in Section 3.3 3.03 or 3.53.05, in the event of any prepayment of an Equipment Note or Notes, in whole or in part, in accordance with the provisions of Section 2.10 any amount received by the Indenture Trustee shall in each case be distributed and paid in the following order of priority: first, so much of such ----- amount as shall be required for the purpose of prepayment shall be distributed and paid to the holders of such Equipment Note or Notes to pay the aggregate amount of the payment of principal, Premiumpremium, if any, and interest and all other amounts to be paid prepaid on such Equipment Note or Notes pursuant to Section 2.10 shall be paid to the holders of such Equipment Note or Notes2.10, such prepayment to be made ratably to such Equipment Note or Notes to which such prepayment relates, without priority of one over any other, in the proportion that the amount to be prepaid on each such Equipment Note bears to the aggregate amount to be paid on all such Equipment Notes; and second, the balance, if any, of such amount remaining thereafter shall be ------ distributed to the Owner Trustee for distribution in accordance with the terms of the Trust Agreement. (b) Except as otherwise provided in Section 3.3 3.03 or 3.5 3.05 hereof, any amounts received directly or through the Lessee from any governmental authority or other party pursuant to Section 11 of the Lease with respect to any Unit as the result of an Event of Loss, to the extent that such amounts are not at the time required to be paid to the Lessee pursuant to said Section 11, and any amounts of insurance proceeds for damage to the Indenture Estate received directly or though through the Lessee from any insurer pursuant to Section 12 of the Lease with respect Trust Indenture and Security Agreement (GARC II 98-A) thereto as the result of an Event of Loss, to the extent such amounts are not at the time required to be paid to the Lessee pursuant to said Section 12, shall be applied as provided in clause (a) of this Section 3.2; provided that, if any Replacement Unit is to be substituted for the Unit subject to such Event of Loss as provided in Section 11.2 of the Lease and Section 5.7 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Indenture Estate as security for the obligations of the Lessee under the Operative Agreements and invested in accordance with the terms of Section 6.4(b) hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee upon or in connection with the replacement thereof as provided in such Sections3.02.

Payments in the Event of Prepayment. (a) Except as otherwise ----------------------------------- provided in Section 3.3 or 3.53.03, in the event of any prepayment of an Equipment Note or Notes, in whole or in part, in accordance with the provisions of Section 2.10 2.09 any amount received by the Indenture Trustee shall in each case be distributed and paid in the following order of priority: first, so much to the holders of such ----- amount as shall be required Equipment Note or Notes to pay the aggregate amount of the payment of principal, PremiumMake-Whole Amount, if any, and interest and all other amounts to be paid prepaid on such Equipment Note or Notes pursuant to Section 2.10 shall be paid to the holders of such Equipment Note or Notes2.09, such prepayment to be made ratably to such Equipment Note or Notes to which such prepayment relates, without priority of one over any other, in the proportion that the amount to be prepaid on each such Equipment Note bears to the aggregate amount to be paid on all such Equipment Notes; and second, the balance, if any, of such amount remaining thereafter shall be ------ distributed pursuant to the Owner Trustee for distribution in accordance with the terms of the Trust AgreementSection 3.03 hereof. (b) Except as otherwise provided in Section 3.3 or 3.5 3.03 hereof, any amounts received directly or through the Lessee Owner from any governmental authority or other party pursuant to Section 11 of the Lease 4.06 with respect to any Unit as the result of an Event of Loss, to the extent that such amounts are not at the time required to be paid to the Lessee Owner pursuant to said Section 114.06, and any amounts of insurance proceeds for damage to the Indenture Estate received directly or though through the Lessee Owner from any insurer pursuant to Section 12 of the Lease 4.08 with respect Trust Indenture and Security Agreement (GARC II 98-A) thereto as the result of an Event of Loss, to the extent such amounts are not at the time required to be paid to the Lessee Owner pursuant to said Section 124.08, shall be applied as provided in clause (a) of this Section 3.2; provided that3.02 provided, however, that if any a Replacement Unit is to or Units shall be substituted for the Unit or Units subject to such Event of Loss as provided in Section 11.2 of the Lease and Section 5.7 4.06 hereof, any insurance, condemnation or similar proceeds which result from such Event of Loss and are paid over to the Indenture Trustee shall be held by the Indenture Trustee as part of the Indenture Estate permitted by Section 7.04 hereof (provided that such moneys shall be invested as provided in Section 7.04(b) hereof) as additional security for the obligations of the Lessee Owner under the Operative Agreements and invested in accordance with the terms of Section 6.4(b) hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall(and such investment earnings), to the extent payable to the Lessee under the Leasenot theretofore applied as provided herein, shall be released to the Lessee Owner at the Owner’s written request upon the release of such Unit or in connection with Units and the replacement thereof as provided in such Sectionsherein. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event of Loss with respect to any Unit.

Payments in the Event of Prepayment. (a) Except as otherwise ----------------------------------- provided in Section 3.3 3.03 or 3.53.05, in the event of any prepayment of an Equipment Note or Notes, in whole or in part, in accordance with the provisions of Section 2.10 any amount received by the Indenture Trustee shall in each case be distributed and paid in the following order of priority: first, so much ----- of such ----- amount as shall be required for the purpose of prepayment shall be distributed and paid to the holders of such Equipment Note or Notes to pay the aggregate amount of the payment of principal, Premiumpremium, if any, and interest and all other amounts to be paid prepaid on such Equipment Note or Notes pursuant to Section 2.10 shall be paid to the holders of such Equipment Note or Notes2.10, such prepayment to be made ratably to such Equipment Note or Notes to which such prepayment relates, without priority of one over any other, in the proportion that the amount to be prepaid on each such Equipment Note bears to the aggregate amount to be paid on all such Equipment Notes; and second, the balance, if any, ------ of such amount remaining thereafter shall be ------ distributed to the Owner Trustee for distribution in accordance with the terms of the Trust Agreement. (b) Except as otherwise provided in Section 3.3 3.03 or 3.5 3.05 hereof, any amounts received directly or through the Lessee from any governmental authority or other party pursuant to Section 11 of the Lease with respect to any Unit as the result of an Event of Loss, to the extent that such amounts are not at the time required to be paid to the Lessee pursuant to said Section 11, and any amounts of insurance proceeds for damage to the Indenture Estate received directly or though through the Lessee from any insurer pursuant to Section 12 of the Lease with respect Trust Indenture and Security Agreement (GARC II 98-A) thereto as the result of an Event of Loss, to the extent such amounts are not at the time required to be paid to the Lessee pursuant to said Section 12, shall be applied as provided in clause (a) of this Section 3.2; provided that, if any Replacement Unit is to be substituted for the Unit subject to such Event of Loss as provided in Section 11.2 of the Lease and Section 5.7 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Indenture Estate as security for the obligations of the Lessee under the Operative Agreements and invested in accordance with the terms of Section 6.4(b) hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee upon or in connection with the replacement thereof as provided in such Sections3.02.

Payments in the Event of Prepayment. (a) Except as otherwise ----------------------------------- provided in Section 3.3 3.03 or 3.53.05, in the event of any prepayment of an Equipment Note or Notes, in whole or in part, in accordance with the provisions of Section 2.10 any amount received by the Indenture Trustee shall in each case be distributed and paid in the following order of priority: first, so much of such ----- amount as shall be required for the purpose of prepayment shall be distributed and paid to the holders of such Equipment Note or Notes to pay the aggregate amount of the payment of principal, PremiumMake-Whole Amount, if any, and interest and all other amounts to be paid prepaid on such Equipment Note or Notes pursuant to Section 2.10 shall be paid to the holders of such Equipment Note or Notes2.10, such prepayment to be made ratably to such Equipment Note or Notes to which such prepayment relates, without priority of one over any other, in the proportion that the amount to be prepaid on each such Equipment Note bears to the aggregate amount to be paid on all such Equipment Notes; and second, the balance, if any, of such amount remaining thereafter shall be ------ deemed released from the Lien of this Indenture and shall be distributed to the Owner Trustee for distribution in accordance with the terms of the Trust Agreement. (b) Except as otherwise provided in Section 3.3 3.03 or 3.5 3.05 hereof, any amounts received directly or through the Lessee from any governmental authority or other party pursuant to Section 11 of the Lease with respect to any Unit as the result of an Event of Loss, to the extent that such amounts are not at the time required to be paid to the Lessee pursuant to said Section 11, and any amounts of insurance proceeds for damage to the Indenture Estate received directly or though the Lessee from any insurer pursuant to Section 12 of the Lease with respect Trust Indenture and Security Agreement (GARC II 98-A) thereto as the result of an Event of Loss, to the extent such amounts are not at the time required to be paid to the Lessee pursuant to said Section 12, shall be applied as provided in clause (a) of this Section 3.2; provided that, if any Replacement Unit is to be substituted for the Unit subject to such Event of Loss as provided in Section 11.2 of the Lease and Section 5.7 hereof, any proceeds which result from such Event of Loss and are paid to the Indenture Trustee shall be held by the Indenture Trustee as part of the Indenture Estate as security for the obligations of the Lessee under the Operative Agreements and invested in accordance with the terms of Section 6.4(b) hereof and, unless theretofore applied in accordance with the provisions of the Lease and this Indenture, such proceeds shall, to the extent payable to the Lessee under the Lease, be released to the Lessee upon or in connection with the replacement thereof as provided in such Sections3.02.