Common use of Basic Rent Distribution Clause in Contracts

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.03, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, and any payment received by the Indenture Trustee as contemplated by Section 4.03 shall be promptly distributed in the following order of priority: first, so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal and interest and other amounts (as well as any interest on overdue principal and interest and other amounts) then due on or in respect of the Series A Certificates shall be distributed to the holders TRUST INDENTURE thereof ratably, without priority of any one Series A Certificate over any other Series A Certificate, in the proportion that the amount of such payment or payments then due under each Series A Certificate bears to the aggregate amount of the payments then due under all Series A Certificates; third, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee for distribution pursuant to the Trust Agreement; provided, however, that if an Indenture -------- ------- Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "third" but shall be held by the ----- Indenture Trustee as part of the Indenture Estate until whichever of the following shall first occur: (i) all Indenture Defaults shall have been cured, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, be distributed as provided in this clause "third", or (ii) Section 3.02 or Section 3.03 shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or Section 3.03, as the case may be.

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.03Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent and any payment received by the Indenture Trustee as contemplated by pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: firstFirst, (i) so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal Principal Amount and interest and other amounts (as well as any interest on any overdue principal and Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due on or in respect of the under all Series A Certificates G Equipment Notes shall be distributed to the holders TRUST INDENTURE thereof Note Holders of Series G ratably, without priority of any one Series A Certificate over any other Series A Certificatethe other, in the proportion that the amount of such payment or payments then due under each Series A Certificate G Equipment Note bears to the aggregate amount of the payments then due under all Series A CertificatesG Equipment Notes; thirdand (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee for distribution pursuant to free and clear of the Trust AgreementLien of this Indenture; provided, however, that if an Indenture -------- ------- Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "thirdSecond" but shall be held by the ----- Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Indenture Defaults Events of Default shall have been curedcured or waived, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, shall be distributed as provided in this clause "third"Second" without reference to this proviso, or (ii) Section 3.02 or Section 3.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as the case may beprovided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.03, each installment of Basic Rent, Rent as well as any payment installment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, and any payment other moneys paid over by the Lessee or the Owner Trustee to the Indenture Trustee for such purpose, shall be distributed by the Indenture Trustee as promptly as possible (it being understood that any payments of Basic Rent received by the Indenture Trustee as contemplated by 11:00 a.m. Eastern time on the date due and in accordance with the provisions of Section 4.03 3.6 of the Lease shall be promptly distributed no later than 12:00 p.m. on the date received in the funds so received, and that funds received after 11:00 a.m. Eastern time will be deemed to be late and will be distributed on the next business day together with interest at the overdue rate) in the following order of priority: first, so much of such installment or payment as shall be required for the ----- purpose shall be distributed and paid to ----- the holders of the Equipment Notes to pay in full the aggregate amount of the payment or payments of principal principal, Make- Whole Amount, if any, and interest and other amounts (as well as any interest on overdue principal and interest and other amountsor interest) then due on or in respect of the Series A Certificates shall due, such distribution to be distributed to the holders TRUST INDENTURE thereof made ratably, without priority of any one Series A Certificate over any other Series A Certificatethe other, in the proportion that the amount of such payment or payments then due under with respect to each Series A Certificate such Equipment Note bears to the aggregate amount of the payments then due under all Series A Certificatessuch Equipment Notes; thirdand second, the balance, if any, of such installment or payment remaining ----- thereafter shall be ------ distributed to the Owner Trustee for distribution pursuant to the Trust Agreement; provided, however, that if an Indenture -------- ------- Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "third" but shall be held by the ----- Indenture Trustee as part of the Indenture Estate until whichever of the following shall first occur: (i) all Indenture Defaults shall have been cured, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, be distributed as provided in this clause "third", or (ii) Section 3.02 or Section 3.03 shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions terms of said the Trust Agreement. The portion of each such installment distributed to a holder of an Equipment Note shall be applied by such holder in payment of such Equipment Note in accordance with the terms of Section 3.02 or Section 3.03, as the case may be2.05.

Basic Rent Distribution. Except as otherwise provided in ----------------------- Section ----------------------- 3.033.3 or 3.5, each installment of Basic Rent, as well as any payment installment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent and any payment other moneys paid over by the Lessee or the Owner Trustee to the Indenture Trustee for such purpose, shall be deposited into the Payment Account maintained by the Indenture Trustee pursuant to Section 6.4(c) hereof and distributed by the Indenture Trustee as promptly as possible (it being understood that any payments of Basic Rent received by the Indenture Trustee as contemplated by on a timely basis and in accordance with the provisions of Section 4.03 3.5 of the Lease shall be promptly distributed on the date received in the funds so received) in the following order of priority: first, to the holders of the Equipment Notes, an amount equal to all ----- Regular Interest accrued and unpaid on the Equipment Notes as of such date, second, after giving effect to the first clause above, so much of such ------ installment or payment remaining as shall be required available to ----- pay in full to the aggregate amount holders of the payment or payments Equipment Notes, an amount equal to any Rated Amortization Amount of principal due on the Equipment Notes as of such date, third, after giving effect to the second clause above, so much of such ----- installment or payment remaining as shall be available to pay to the holders of the Equipment Notes, an amount equal to any Scheduled Obligations Due as of such Payment Date, fourth, after giving effect to the third clause above, so much of such ------ installment or payment remaining as shall be available to pay the Accumulated Equity Deficiency Amount to the Owner Trustee for distribution in accordance with the terms of the Trust Agreement, Trust Indenture and Security Agreement (GARC II 98-A) fifth, after giving effect to the fourth clause above, so much of such ----- installment or payment remaining as shall be available to pay to the holders of the Equipment Notes accrued and unpaid Default Interest on past due principal referred to in clause second above and accrued and unpaid ------ Regular Interest (but not any Late Payment Premium or interest and other amounts (thereon), sixth, after giving effect to the fifth clause above, so much of such ----- installment or payment remaining as well as shall be available to pay to the holders of the Equipment Notes, an amount equal to any interest on overdue principal and interest and other amounts) Late Payment Premium then due and owing on the Equipment Notes, seventh, after giving effect to the sixth clause above, so much of ------- such installment or in respect of the Series A Certificates payment remaining as shall be distributed available to pay to the holders TRUST INDENTURE thereof ratablyof the Equipment Notes, without priority of an amount equal to any one Series A Certificate over any other Series A Certificate, in the proportion that the amount of such payment or payments Late Payment Premium then due under each Series A Certificate bears to and owing on the aggregate amount of the payments then due under all Series A Certificates; thirdEquipment Notes, and eighth, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed Payment Account, to the Owner ------ Trustee for distribution pursuant to the Trust Agreement; provided, however, that if an Indenture -------- ------- Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "third" but shall be held by the ----- Indenture Trustee as part of the Indenture Estate until whichever of the following shall first occur: (i) all Indenture Defaults shall have been cured, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, be distributed as provided in this clause "third", or (ii) Section 3.02 or Section 3.03 shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions terms of said Section 3.02 or Section 3.03, as the case may beTrust Agreement.

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.03Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent and any payment received by the Indenture Trustee as contemplated by Mortgagee pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: firstFirst, so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal Original Amount and interest and other amounts (as well as any interest on any overdue principal and interest and other amountsOriginal Amount and, to the extent permitted by Law, on any overdue interest) then due on or in respect of the Series A Certificates under all Equipment Notes shall be distributed to the holders TRUST INDENTURE thereof Note Holders ratably, without priority of any one Series A Certificate over any other Series A Certificatethe other, in the proportion that the amount of such payment or payments then due TABLE OF CONTENTS under each Series A Certificate Equipment Note bears to the aggregate amount of the payments then due under all Series A CertificatesEquipment Notes; thirdSecond, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee for distribution pursuant to the Trust AgreementTrustee; provided, however, that if an Indenture -------- ------- Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "third" “Second” but shall be held by the ----- Indenture Trustee Mortgagee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Indenture Defaults Events of Default shall have been curedcured or waived, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, shall be distributed as provided in this clause "third"“Second”, or (ii) Section 3.02 or Section 3.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as the case may beprovided in this clause “Second”.

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.033.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent and any payment received by the Indenture Trustee as contemplated by pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: firstFirst, (i) so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal Principal Amount and interest and other amounts (as well as any interest on any overdue principal and Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due on or in respect of the under all Series A Certificates Equipment Notes shall be distributed to the holders TRUST INDENTURE thereof Note Holders of Series A ratably, without priority of any one Series A Certificate over any other Series A Certificatethe other, in the proportion that the amount of such payment or payments then due under each Series A Certificate Equipment Note bears to the aggregate amount of the payments then due under all Series A CertificatesEquipment Notes; third(ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series B Equipment Notes shall be distributed to the Note Holders of Series B ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series B Equipment Note bears to the aggregate amount of the payments then due under all Series B Equipment Notes; and (iii) after giving effect to paragraph (ii) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee for distribution pursuant to free and clear of the Trust AgreementLien of this Indenture; provided, however, that if an Indenture -------- ------- Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "thirdSecond" but shall be held by the ----- Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Indenture Defaults Events of Default shall have been curedcured or waived, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, shall be distributed as provided in this clause "third"Second" without reference to this proviso, or (ii) Section 3.02 or Section 3.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as the case may beprovided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.03Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent [,any payment received from the Owner Participant pursuant to Section 7(cc) of the Participation Agreement](3) and any payment received by the Indenture Trustee as contemplated by pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: first------------------ 3 For deferred equity transactions only. First, (i) so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal Principal Amount and interest and other amounts (as well as any interest on any overdue principal and Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due on or in respect of the under all Series A Certificates G Equipment Notes shall be distributed to the holders TRUST INDENTURE thereof Note Holders of Series G ratably, without priority of any one Series A Certificate over any other Series A Certificatethe other, in the proportion that the amount of such payment or payments then due under each Series A Certificate G Equipment Note bears to the aggregate amount of the payments then due under all Series A CertificatesG Equipment Notes; thirdand (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee for distribution pursuant to free and clear of the Trust AgreementLien of this Indenture; provided, however, that if an Indenture -------- ------- Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "thirdSecond" but shall be held by the ----- Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Indenture Defaults Events of Default shall have been curedcured or waived, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, shall be distributed as provided in this clause "third"Second" without reference to this proviso, or (ii) Section 3.02 or Section 3.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as the case may beprovided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.03Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent and any payment received by the Indenture Trustee as contemplated by pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: firstFirst, so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal Principal Amount and interest and other amounts (as well as any interest on any overdue principal and Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due on or in respect of the under all Series A Certificates G Equipment Notes shall be distributed to the holders TRUST INDENTURE thereof Note Holders of Series G ratably, without priority of any one Series A Certificate over any other Series A Certificatethe other, in the proportion that the amount of such payment or payments then due under each Series A Certificate G Equipment Note bears to the aggregate amount of the payments then due under all Series A CertificatesG Equipment Notes; thirdand Second, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee for distribution pursuant to free and clear of the Trust AgreementLien of this Indenture; provided, however, that if an Indenture -------- ------- Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "thirdSecond" but shall be held by the ----- Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Indenture Defaults Events of Default shall have been curedcured or waived, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, shall be distributed as provided in this clause "third"Second" without reference to this proviso, or (ii) Section 3.02 or Section 3.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as the case may beprovided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.03, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, and any payment received by the Indenture Trustee as contemplated by Section 4.03 shall be promptly distributed in the following order of priority: first, so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal and interest and other amounts (as well as any interest on overdue principal and interest and other amounts) then due on or in respect of the Series A Certificates shall be distributed to the holders TRUST INDENTURE thereof ratably, without priority of any one Series A Certificate over any other Series A Certificate, in the proportion that the amount of such payment or payments then due under each Series A Certificate bears to the aggregate amount of the payments then due under all Series A Certificates; third, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee for distribution pursuant to the Trust Agreement; provided, however, that if an Indenture -------- ------- Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "third" but shall be held by the ----- Indenture Trustee as part of the Indenture Estate until whichever of the following shall first occur: (i) all Indenture Defaults indenture defaults shall have been cured, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, be distributed as provided in this clause "third", or (ii) Section 3.02 or Section 3.03 shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or Section 3.03, as the case may be.

Basic Rent Distribution. (a) Except as otherwise ----------------------- provided in Section ----------------------- 3.03, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent and any payment received by the Indenture Trustee as contemplated by Section 4.03 shall be promptly distributed in the following order of priority: first, so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal and interest and other amounts (as well as any interest on overdue principal and and, to the extent permitted by law, on interest and other amounts) then due on or in respect of the Series A Certificates Equipment Notes shall be distributed to the holders TRUST INDENTURE thereof ratably, without priority of any one Series A Certificate Equipment Note over any other Series A CertificateEquipment Note, in the proportion that the amount of such payment or payments then due under each Series A Certificate Equipment Note bears to the aggregate amount of the payments then due under all Series A CertificatesEquipment Notes; thirdsecond, the balance, if any, of such installment or payment remaining ----- ------ thereafter shall be distributed to the Owner Trustee for distribution pursuant to the Trust Agreement; provided, however, that if a Specified -------- ------- Indenture Default or an Indenture -------- ------- Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "thirdsecond" but shall be held by the ----- Indenture Trustee as part of ------ the Indenture Estate until whichever of the following shall first occur: (i) all Specified Indenture Defaults and Indenture Events of Default shall have been curedcured or waived, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, be distributed as provided in this clause "thirdsecond", or (ii) Section 3.02 or Section 3.03 shall be ----- ------ applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or Section 3.03, as the case may be., or (iii) such installment or payment shall have been held for a period in excess of 270 days (during which no Specified Indenture Default or Indenture Event of Default which is not a, or arise out of a, Default or Event of Default shall have occurred and be continuing and during which period the Indenture Trustee and the Noteholders shall not have been stayed or otherwise precluded by operation of law from taking action to accelerate the Equipment Notes or to declare the Lease in default or to exercise remedies hereunder and thereunder), in which event such balance shall, to the extent not theretofore applied as provided herein, be distributed as provided in this clause "second" disregarding this proviso. ------

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.03Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent and any payment received by the Indenture Trustee as contemplated by Mortgagee pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: firstFIRST, so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal Original Amount and interest and other amounts (as well as any interest on any overdue principal and interest and other amountsOriginal Amount and, to the extent permitted by Law, on any overdue interest) then due on or in respect of the Series A Certificates under all Equipment Notes shall be distributed to the holders TRUST INDENTURE thereof Note Holders ratably, without priority of any one Series A Certificate over any other Series A Certificatethe other, in the proportion that the amount of such payment or payments then due under each Series A Certificate Equipment Note bears to the aggregate amount of the payments then due under all Series A CertificatesEquipment Notes; thirdSECOND, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee for distribution pursuant to the Trust AgreementTrustee; providedPROVIDED, howeverHOWEVER, that if an Indenture -------- ------- Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "thirdSecond" but shall be held by the ----- Indenture Trustee Mortgagee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Indenture Defaults Events of Default shall have been curedcured or waived, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, shall be distributed as provided in this clause "thirdSecond", or (ii) Section 3.02 or Section 3.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as the case may beprovided in this clause "Second".

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.03Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent [,any payment received from the Owner Participant pursuant to Section 7(cc) of the Participation Agreement]3 and any payment received by the Indenture Trustee as contemplated by pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: firstFirst, (i) so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal Principal Amount and interest and other amounts (as well as any interest on any overdue principal and Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due on or in respect of the under all Series A Certificates G Equipment Notes shall be distributed to the holders TRUST INDENTURE thereof Note Holders of Series G ratably, without priority of any one Series A Certificate over any other Series A Certificatethe other, in the proportion that the amount of such payment or payments then due under each Series A Certificate G Equipment Note bears to the aggregate amount of the payments then due under all Series A CertificatesG Equipment Notes; thirdand (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note ------------------- 3 For deferred equity transactions only. Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee for distribution pursuant to free and clear of the Trust AgreementLien of this Indenture; provided, however, that if an Indenture -------- ------- Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "thirdSecond" but shall be held by the ----- Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Indenture Defaults Events of Default shall have been curedcured or waived, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, shall be distributed as provided in this clause "third"Second" without reference to this proviso, or (ii) Section 3.02 or Section 3.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as the case may beprovided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in Section ----------------------- 3.03Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent [,any payment received from the Owner Participant pursuant to Section 7(cc) of the Participation Agreement](3) and any payment received by the Indenture Trustee as contemplated by pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: first-------- (3) For deferred equity transactions only. First, (i) so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal Principal Amount and interest and other amounts (as well as any interest on any overdue principal and Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due on or in respect of the under all Series A Certificates G Equipment Notes shall be distributed to the holders TRUST INDENTURE thereof Note Holders of Series G ratably, without priority of any one Series A Certificate over any other Series A Certificatethe other, in the proportion that the amount of such payment or payments then due under each Series A Certificate G Equipment Note bears to the aggregate amount of the payments then due under all Series A CertificatesG Equipment Notes; thirdand (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee for distribution pursuant to free and clear of the Trust AgreementLien of this Indenture; provided, however, that if an Indenture -------- ------- Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "thirdSecond" but shall be held by the ----- Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Indenture Defaults Events of Default shall have been curedcured or waived, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, shall be distributed as provided in this clause "third"Second" without reference to this proviso, or (ii) Section 3.02 or Section 3.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as the case may beprovided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in ----------------------- Section ----------------------- 3.035.03 hereof, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent, Rent and any payment in respect of the foregoing received by the Indenture Trustee as contemplated by pursuant to Section 4.03 8.03 hereof shall be promptly distributed in the following order of priority: first, so much of such ----- installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of principal and interest and other amounts (as well as any interest on overdue principal and interest and other amountsand, to the extent permitted by law, on interest) then due on or in respect of the Series A under all Certificates shall be distributed to the holders TRUST INDENTURE thereof Holders ratably, without priority of any one Series A Certificate over any other Series A Certificatethe other, in the proportion that the amount of such payment or payments then due under each Series A such Certificate bears to the aggregate amount of the payments then due under all Series A such Certificates; third, and, second, the ------ balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee, or as the Owner Trustee may request, for distribution pursuant to the Trust Agreement; provided, however, that if an --------- -------- Indenture -------- ------- Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "thirdsecond" but shall be held by the ----- ------ Indenture Trustee as part of the Indenture Estate until whichever of the following shall first occur: (i) all Indenture Defaults shall have been cured, in which event such balance shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, shall be distributed as provided in this clause "thirdsecond", (ii) such Indenture Default shall have continued for a period of 120 days, in which event such balance shall be distributed as provided in this clause "second", or (iiiii) Section 3.02 or Section 3.03 5.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of said Section 3.02 or Section 3.03, as the case may bethereof.