Common use of Deferred Equity Clause in Contracts

Deferred Equity. Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and not with any other party to this Agreement or the Holders of any Certificates), that, so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and be continuing, it will pay or cause to be paid to Indenture Trustee on the Deferred Equity Date sufficient funds to effect the payment of an amount (the "Deferred Equity Amount") equal to the amount due on such date in respect of accrued interest on the Certificates from the Section 18 Refinancing Date (as defined in Section 18 hereof) to and including the Deferred Equity Date. Owner Participant and Owner Trustee hereby direct the Indenture Trustee, and Indenture Trustee hereby agrees, to apply the Deferred Equity Amount to the payment of interest on the Certificates which may be due and payable pursuant to the provisions of the Trust Indenture on the Deferred Equity Date. Owner Participant agrees to make payment of the Deferred Equity Amount in immediately available funds on or before 11:00 a.m., New York City time, on the Deferred Equity Date, provided that the Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the second Business Day prior to the Deferred Equity Date if it shall not make such payment. Indenture Trustee agrees to give Lessee prompt notice if it shall not have received such

Deferred Equity. Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and not with any other party to this Agreement or the Holders of any Certificates), that, so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and be continuing, it will pay or cause to be paid to Indenture Trustee on the Deferred Equity Date sufficient funds to effect the payment of an amount (the "Deferred Equity Amount") equal to the amount due on such date in respect of accrued interest on the Certificates from the Section 18 Refinancing Date (as defined in Section 18 hereof) to and including the Deferred Equity Date. Owner Participant and Owner Trustee hereby direct the Indenture Trustee, and Indenture Trustee hereby agrees, to apply the Deferred Equity Amount to the payment of interest on the Certificates which may be due and payable pursuant to the provisions of the Trust Indenture on the Deferred Equity Date. Owner Participant agrees to make payment of the Deferred Equity Amount in immediately available funds on or before 11:00 a.m., New York City time, on the Deferred Equity DateDate provided, provided that the Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the second Business Day prior to the Deferred Equity Date if it shall not make such payment. Indenture Trustee agrees to give Lessee prompt notice if it shall not have received such

Deferred Equity. The Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and not with or for the benefit of any other party to this Agreement or the Holders of any Certificates), that, so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and be continuingcontinuing and no refunding or refinancing of the Certificates shall have occurred prior to the Deferred Equity Date, it will pay or cause to be paid to the Indenture Trustee on the Deferred Equity Date sufficient funds to effect the payment of an amount (the "Deferred Equity Amount") equal to the amount due on such date in respect of principal together with accrued interest on the Certificates from the Section 18 Refinancing Date (as defined in Section 18 hereof) their date of issuance to and including the Deferred Equity Date. The Owner Participant and the Owner Trustee hereby direct the Indenture Trustee, and the Indenture Trustee hereby agrees, to apply the Deferred Equity Amount to the payment of principal and interest on the Certificates which may be due and payable pursuant to the provisions of the Trust Indenture on the Deferred Equity Date. The Owner Participant agrees to make payment of the Deferred Equity Amount in immediately available funds on or before 11:00 a.m., New York City time, on the Deferred Equity Date; provided, provided that the Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the second Business Day prior to the Deferred Equity Date if it shall not make such payment. The Indenture Trustee agrees to give Lessee prompt notice if it shall not have received suchsuch payment by noon, New York City time, on the Deferred Equity Date. The Owner Participant further agrees with Lessee, and only with Lessee (and not with or for the benefit of any other party to this Agreement or the Holders of any Certificates), to fund the obligations of the Owner Trustee arising pursuant to clause (5) of Section 18(a) (the "Second Payment Amount"). In the event the Owner Participant fails to make any payment in respect of the Deferred Equity Amount or the Second Payment Amount when required, or if the Owner Trustee shall fail to make any such payment when required, in any such case no Indenture Default or Indenture Event of Default shall arise solely by virtue of such failure. Further, if in any such case Lessee shall make an Advance as required by Section 3.8 of the Lease in circumstances where the Owner Participant was required to pay the Deferred Equity Amount or the Second Payment Amount but failed to do so, Lessee may to the extent of such failure obtain reimbursement in the manner and to the extent provided in Section 3.8 of the Lease for the Advance, together with interest on such amount at the rate described below from (and including) the date of the making of such Advance to (but excluding) the date of reimbursement by the Owner Participant or the date Lessee deducts such Advance from other payments to the extent and as provided in Section 3.8 of the Lease. Interest shall accrue on the amount of the Advance at an annual rate equal to 5% in excess of the Base Rate, unless the Advance is made when any Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and be continuing, in which event interest shall accrue on the amount of the Advance at the Base Rate, but in each case not to exceed the maximum rate permitted by applicable law. All amounts paid to Lessee by the Owner Participant in respect of the Advance or deducted by Lessee pursuant to Section 3.8 of the Lease shall be applied first to payment to Lessee of interest and then to payment to Lessee of amounts equal to the Advance. Notwithstanding anything to the contrary contained in the Operative Agreements, the Owner Participant shall have no obligation to pay or fund any amount under this Section 8(dd) in excess of $2,600,000. Nothing in this Section 8(dd) or in clause (5) of Section 18(a) shall be deemed to alter the non-recourse nature of the Owner Trustee's borrowings under the Trust Indenture or limit the provisions of Section 2.09 thereof. PARTICIPATION AGREEMENT [N396SW] -43- 49 (ee) Lessee as Pricing Agent for Certificate. The Owner Trustee hereby appoints Lessee as its agent to select the pricing provisions and related Interest Periods in respect of the Series SWA 1995 Trust N396SW-I Certificate, such appointment to be effective so long as no Lease Default or Lease Event of Default shall have occurred and be continuing.

Deferred Equity. The Owner Participant hereby unconditionally agrees with Lessee, and only with Lessee (and not with or for the benefit of any other party to this Agreement or the Holders of any Certificates), that, so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and be continuingcontinuing and no refunding or refinancing of the Certificates shall have occurred prior to the Deferred Equity Date, it will pay or cause to be paid to the Indenture Trustee on the Deferred Equity Date sufficient funds to effect the payment of an amount (the "Deferred Equity Amount") equal to the amount due on such date in respect of principal together with accrued interest on the Certificates from the Section 18 Refinancing Date (as defined in Section 18 hereof) their date of issuance to and including the Deferred Equity Date. The Owner Participant and the Owner Trustee hereby direct the Indenture Trustee, and the Indenture Trustee hereby agrees, to apply the Deferred Equity Amount to the payment of principal and interest on the Certificates which may be due and payable pursuant to the provisions of the Trust Indenture on the Deferred Equity Date. The Owner Participant agrees to make payment of the Deferred Equity Amount in immediately available funds on or before 11:00 a.m., New York City time, on the Deferred Equity Date; provided, provided that the Owner Participant agrees to give Lessee notice by 11:00 a.m., New York City time, on the second Business Day prior to the Deferred Equity Date if it shall not make such payment. The Indenture Trustee agrees to give Lessee prompt notice if it shall not have received suchsuch payment by noon, New York City time, on the Deferred Equity Date. The Owner Participant further agrees with Lessee, and only with Lessee (and not with or for the benefit of any other party to this Agreement or the Holders of any Certificates), to fund the obligations of the Owner Trustee arising pursuant to clause (5) of Section 18(a) (the "Second Payment Amount"). In the event the Owner Participant fails to make any payment in respect of the Deferred Equity Amount or the Second Payment Amount when required, or if the Owner Trustee shall fail to make any such payment when required, in any such case no Indenture Default or Indenture Event of Default shall arise solely by virtue of such failure. Further, if in any such case Lessee shall make an Advance as required by Section 3.8 of the Lease in circumstances where the Owner Participant was required to pay the Deferred Equity Amount or the Second Payment Amount but failed to do so, Lessee may to the extent of such failure obtain reimbursement in the manner and to the extent provided in Section 3.8 of the Lease for the Advance, together with interest on such amount at the rate described below from (and including) the date of the making of such Advance to (but excluding) the date of reimbursement by the Owner Participant or the date Lessee deducts such Advance from other payments to the extent and as provided in Section 3.8 of the Lease. Interest shall accrue on the amount of the Advance at an annual rate equal to 5% in excess of the Base Rate, unless the Advance is made when any Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5 of the Lease) shall have occurred and be continuing, in which event interest shall accrue on the amount of the Advance at the Base Rate, but in each case not to exceed the maximum rate permitted by applicable law. All amounts paid to Lessee by the Owner Participant in respect of the Advance or deducted by Lessee pursuant to Section 3.8 of the Lease shall be applied first to payment to Lessee of interest and then to payment to Lessee of amounts equal to the Advance. Notwithstanding anything to the contrary contained in the Operative Agreements, the Owner Participant shall have no obligation to pay or fund any amount under this Section 8(dd) in excess of $2,600,000. Nothing in this Section 8(dd) or in clause (5) of Section 18(a) shall be deemed to alter the non-recourse nature of the Owner Trustee's borrowings under the Trust Indenture or limit the provisions of Section 2.09 thereof. PARTICIPATION AGREEMENT [N397SW] -43- 49 (ee) Lessee as Pricing Agent for Certificate. The Owner Trustee hereby appoints Lessee as its agent to select the pricing provisions and related Interest Periods in respect of the Series SWA 1995 Trust N397SW-I Certificate, such appointment to be effective so long as no Lease Default or Lease Event of Default shall have occurred and be continuing.