Common use of Application of Collections; Proceeds of Collateral Clause in Contracts

Application of Collections; Proceeds of Collateral. (a) Application of Proceeds from the Disposition or Total Loss of an Aircraft. Subject to Section 2.18(c), all Net Available Proceeds (including without limitation any interest earned thereon) received by the Security Trustee that are identified by the Borrower in a notice to the Security Trustee and the Administrative Agent as resulting from the Disposition or Total Loss of any Aircraft shall be applied by the Security Trustee as set forth in this paragraph (a), provided that at least one Business Day prior to such application, the Borrower shall have delivered a certificate to the Security Trustee and the Administrative Agent (i) identifying the Business Day on which such application is to be made (which shall be within ten (10) Business Days of such Disposition or Total Loss of any Aircraft or Aircraft Interest), (ii) setting forth, in form and detail reasonably satisfactory to the Administrative Agent, (x) a calculation of the amount of such Net Available Proceeds and (y) a calculation of the aggregate principal amount of Loans required to be prepaid pursuant to such Section 2.08(b)(i) (such amount, the “Required Prepayment Amount”), (iii) setting forth the amounts to be distributed pursuant to clauses sixth, seventh and ninth below and (iv) stating whether any Default or Event of Default has occurred and is continuing: first, such amounts shall be applied ratably (i) to the payment of any Borrower Expenses and Lessor Payments with respect to the applicable Aircraft (provided that (x) to the extent any Lessor Payments are payable from Maintenance Rent, any corresponding deposits in the Maintenance Reserve Account shall be applied first to discharge such obligations, and (y) any unused deposits in the Aircraft Expenses Account shall be applied first to discharge such obligations) and (ii) to the Administrative Agent, any Lender, and any other Indemnified Party, an amount equal to all costs, fees, expenses, indemnities and reimbursements (including legal fees and expenses but excluding principal and interest, including Aggregated Default Interest) then due and owing to each such Person under the Loan Documents, for payment thereof, but excluding such costs, fees, expenses, indemnities and reimbursements that are provided for below in; second, to the Servicers, an amount equal to all Sales Fees and interest thereon accrued on such and any previous Payment Date which remain unpaid, for payment of such fees; third, ratably (i) to the Lenders, an amount equal to all accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the outstanding principal amount of the Loans being repaid under this clause (a) as of the date of repayment, for payment thereof and (ii) to the Derivatives Creditors, an amount equal to the Derivatives Obligations, if any, then due and payable in connection with the prepayments of the Loans described in this clause (a); fourth, ratably to the Lenders for repayment of the outstanding principal amount of the Loans in an amount not to exceed the Required Prepayment Amount with respect to the applicable Aircraft; fifth, ratably to each Lender, the shortfall, if any, of the amount to have been paid to the Lenders on the immediately preceding Payment Date pursuant to clause fourth of Section 2.18(b) or clauses second through fifth of Section 2.18(c); sixth, to the Servicers, the shortfall, if any, of the amount to have been paid to the Servicers on the immediately preceding Payment Date pursuant to clause seventh of Section 2.18(b) and related to the Aircraft, Airframe or Engine for which the proceeds then being applied under this Section 2.18(a) have been received; seventh, for deposit to the Cash Collateral Account in an amount not to exceed the positive difference (if any) between (i) the Cash Collateral Target Amount minus (ii) the Cash Collateral, in each case as determined on the immediately preceding Calculation Date, but assuming that the Aircraft at issue is no longer in the Portfolio; eighth, ratably to the Lenders in an amount not to exceed all interest accrued in connection with all Aggregated Default Interest due and owing to each Lender, for payment of such Aggregated Default Interest; ninth, to the Aircraft Expenses Account the shortfall, if any, of the amount to have been so transferred on the immediately preceding Payment Date pursuant to clause third of Section 2.18(b); and tenth, any amount remaining, as directed by the Borrower

Application of Collections; Proceeds of Collateral. (a) Application of Proceeds from the Disposition or Total Loss of an a Portfolio Aircraft. Subject To the extent that a mandatory prepayment is required in connection with any Disposition or Total Loss of an Aircraft pursuant to Section 2.18(c2.03(b), and for the avoidance of doubt provided the Borrower has not substituted an Eligible Aircraft for the related Portfolio Aircraft or Aircraft Interest pursuant to Section 6.08 or provided additional cash collateral as permitted in Section 5.12), and subject always to Section 2.08(c), all Net Available Proceeds (including without limitation any interest earned thereon) received by the Security Trustee that are identified by the Borrower in a notice to the Security Trustee and the Administrative Agent as resulting from the Disposition or Total Loss of any Portfolio Aircraft shall be applied by the Security Trustee as set forth in this paragraph (a), ; provided that by 2:00 p.m. New York City time at least one two Business Day Days prior to such application, the Borrower shall have delivered a certificate to the Security Trustee and the Administrative Agent (i) identifying the Business Day on which such application is to be made (which shall be within ten (10) Business Days of such Disposition or Total Loss of any Portfolio Aircraft or Aircraft Interest), (ii) setting forth, in form and detail reasonably satisfactory to the Administrative Agent, (x) a calculation of the amount of such Net Available Proceeds and (y) a calculation of the aggregate principal amount of Loans Drawings required to be prepaid pursuant to such Section 2.08(b)(i2.03(b)(i) (such amount, the “"Required Prepayment Amount”"), and (iii) setting forth the amounts to be distributed pursuant to clauses sixth, seventh and ninth below and (iv) stating whether any Event of Default or has occurred and is continuing and if an Event of Default has occurred and is continuing: , Section 2.08(c) of this Agreement shall apply to such mandatory prepayment rather than this Section 2.08(a): first, such amounts shall be applied ratably (i) to the payment of any Borrower Expenses and Lessor Payments with respect to the applicable Portfolio Aircraft (provided that (x) to the extent any Lessor Payments are payable from Maintenance Rent, any corresponding deposits in the Maintenance Reserve Account shall be applied first to discharge such obligations, and (y) any unused deposits in the Aircraft Expenses Account shall be applied first to discharge such obligations), (ii) to the Servicers and their designees, in the aggregate, an amount equal to all costs and expenses of the Servicer then due and owing to the Servicer under the Basic Documents plus all Servicing Fees and Servicer Administrative Fees, including but not limited to any Sales Fees and to all indemnification payments due to the Servicers which remain unpaid, if any, as provided for in the Basic Documents, and (iiiii) to the Administrative Agent, any Lender, and any other Indemnified PartyIndemnitee, an amount equal to all costs, fees, expenses, indemnities and reimbursements (including legal fees and expenses but excluding principal and interest, including Aggregated Default Interest) then due and owing to each such Person under the Loan Financing Documents, for payment thereof, but excluding such costs, fees, expenses, indemnities and reimbursements that are provided for below in; second, to the Servicers, an amount equal to all Sales Fees and interest thereon accrued on such and any previous Payment Date which remain unpaid, for payment of such fees; third, ratably (i) to the Lenders, (x) an amount equal to all accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the outstanding principal amount of the Loans Drawings being repaid under this clause (a) as of the date of repaymentrepayment (including any Aggregated Default Interest), plus any accrued and unpaid Breakage Costs, for payment thereof and (y) for repayment of the outstanding principal amount of the Drawings in an amount not to exceed the Required Prepayment Amount with respect to the applicable Portfolio Aircraft and (ii) if an LTV Deficiency is continuing and the Borrower has not otherwise provided an LTV Cure, to the Lenders for repayment of the outstanding principal amount of the Drawings in an amount not to exceed the required LTV Cure as of such date, and (ii) to the Derivatives Creditors, an amount equal to the Derivatives Obligations, if any, then due and payable in connection with the prepayments of the Loans Drawings described in this clause (a); fourththird, ratably to the Lenders for repayment of Servicers and their designees, any interest accrued on the outstanding principal amount of the Loans in an amount not to exceed the Required Prepayment Amount with respect amounts paid to the applicable AircraftServicers pursuant to clause first above or any previous Payment Date which remains unpaid; fifthfourth, ratably to each Lender, the shortfall, if any, of the amount to have been paid to the Lenders on the immediately preceding Payment Date pursuant to clause fourth third of Section 2.18(b2.08(b) or clauses second through fifth of Section 2.18(c2.08(c); sixth, to the Servicers, the shortfall, if any, of the amount to have been paid to the Servicers on the immediately preceding Payment Date pursuant to clause seventh of Section 2.18(b) and related to the Aircraft, Airframe or Engine for which the proceeds then being applied under this Section 2.18(a) have been received; seventh, for deposit to the Cash Collateral Account in an amount not to exceed the positive difference (if any) between (i) the Cash Collateral Target Amount minus (ii) the Cash Collateral, in each case as determined on the immediately preceding Calculation Date, but assuming that the Aircraft at issue is no longer in the Portfolio; eighth, ratably to the Lenders in an amount not to exceed all interest accrued in connection with all Aggregated Default Interest due and owing to each Lender, for payment of such Aggregated Default Interest; ninthfifth, to the Aircraft Expenses Account the shortfall, if any, of the amount to have been so transferred on the immediately preceding Payment Date pursuant to clause third second of Section 2.18(b2.08(b); and tenthsixth, any amount remaining, as directed by the Borrower.

Application of Collections; Proceeds of Collateral. (a) Application of Proceeds from the Disposition or Total Loss of an Aircraft. Subject to Section 2.18(c), all Net Available Proceeds (including without limitation any interest earned thereon) received by the Security Trustee that are Borrower, which shall be identified by the Borrower in a notice to the Security Trustee and the Administrative Agent as resulting from the Disposition or Total Loss of any Aircraft (and which, in the case of a Disposition, are not deposited into the Disposition Account as Available Disposition Proceeds in lieu of a prepayment pursuant to Section 2.08(b)) shall be applied by the Security Trustee as set forth in this paragraph (a), provided that at . At least one (1) Business Day prior to such application, the Borrower shall have delivered a certificate to the Security Trustee and the Administrative Agent (i) identifying the Business Day on which such application is to be made (which shall be within ten (10) Business Days of the date of the required prepayment in connection with such Disposition or Total Loss of any Aircraft or Aircraft Interest, as set forth in Section 2.08(b)(i)), (ii) setting forth, in form and detail reasonably satisfactory to the Administrative Agent, (x) a calculation of the amount of such Net Available Proceeds and (y) a calculation of the aggregate principal amount of Loans required to be prepaid pursuant to such Section 2.08(b)(i) (such amount, the “Required Prepayment Amount”), and (iii) setting forth the amounts to be distributed pursuant to clauses sixth, seventh and ninth below and (iv) stating whether any Default or Event of Default has occurred and is continuing: first, in the payment of all amounts due but unpaid to the Security Trustee, the HoldCo Security Trustee and any delegate thereof, and the Account Bank; second, such amounts shall be applied ratably (i) to the payment of any all other accrued but unpaid Borrower Expenses (subject to an annual cap on aggregate Borrower Expenses payable pursuant to this clause second and clause (c) second below of $1,000,000) and Lessor Payments Payments, in each case incurred in connection with respect to the applicable Aircraft (provided that (x) to the extent any Lessor Payments are payable from Maintenance Rentsuch Disposition or Total Loss, any corresponding deposits in the Maintenance Reserve Account shall be applied first to discharge such obligations, and (y) any unused deposits in the Aircraft Expenses Account shall be applied first to discharge such obligations) and (ii) to the Administrative Agent, any Lender, and any other Indemnified PartyIndemnitee, an amount equal to all costs, fees, expenses, indemnities and reimbursements (including legal fees and expenses but excluding principal and interest, including Aggregated Default Interest) then due and owing to each such Person under the Loan Documents, for payment thereof, and (iii) to the Servicer, in aggregate, an amount equal to all costs and expenses of the Servicer then due and owing to the Servicer under the Basic Documents in connection with such Disposition or Total Loss plus any Sales Fees and any indemnification payments payable solely in connection with such Disposition or Total Loss, but excluding such costs, fees, expenses, indemnities and reimbursements that are provided for below in; second, to the Servicers, an amount equal to all Sales Fees and interest thereon accrued on such and any previous Payment Date which remain unpaid, for payment of such feesin this clause (a); third, ratably (i) to the Lenders, an amount equal to all accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the outstanding principal amount of the Loans being repaid under this clause (a) as of the date of repayment, for payment thereof and (ii) to the Derivatives Creditors, an amount equal to the Derivatives ObligationsObligations (other than any Derivatives Obligations relating to or arising from the termination of any Derivatives Agreement), if any, then due and payable in connection with the prepayments of the Loans described in this clause (a); fourth, ratably to the Lenders for repayment of the outstanding principal amount of the Loans in an amount not to exceed the Required Prepayment Amount with respect to the applicable Aircraft; fifth, ratably to each Lender, the shortfall, if any, of the amount to have been paid to the Lenders on the immediately preceding Payment Date pursuant to clause fourth of Section 2.18(b) or clauses second through fifth of Section 2.18(c); sixth, to the Servicers, the shortfall, if any, of the amount to have been paid to the Servicers on the immediately preceding Payment Date pursuant to clause seventh of Section 2.18(b) and related to the Aircraft, Airframe or Engine for which the proceeds then being applied under this Section 2.18(a) have been received; seventh, for deposit to the Cash Collateral Account in an amount not to exceed the positive difference (if any) between (i) the Cash Collateral Target Amount minus (ii) the Cash Collateral, in each case as determined on the immediately preceding Calculation Date, but assuming that the Aircraft at issue is no longer in the Portfolio; eighth, ratably to the Lenders in an amount not to exceed all interest accrued in connection with all Aggregated Default Interest due and owing to each Lender, for payment of such Aggregated Default Interest; ninth, to the Aircraft Expenses Account the shortfall, if any, of the amount to have been so transferred on the immediately preceding Payment Date pursuant to clause third of Section 2.18(b); and tenth, any amount remaining, as directed by the Borrower;