Common use of Distribution After Indenture Event of Default Clause in Contracts

Distribution After Indenture Event of Default. If (a) --------------------------------------------- an Indenture Event of Default shall have occurred and be continuing, and (b) the Indenture Trustee (as assignee of the Owner Trust) shall have given notice to declare the Charter to be in default pursuant to Article 22 thereof, the Indenture Trustee shall have given notice to the Owner Trust pursuant to the first proviso of Section 5.04 of its intent to declare the Secured Notes due and payable or any of the Secured Notes shall have been declared or otherwise shall have become immediately due and payable pursuant to Section 5.04, then, to the extent that each such notice or declaration shall not have been rescinded or the Secured Notes shall remain immediately due and payable, (i) all amounts then held by the Indenture Trustee pursuant to Section 4.05 or 4.06 (and not excluded from the operation of this Section 4.03) or then otherwise held by the Indenture Trustee hereunder or under any Operative Document (other than amounts held for its own account), and (ii) all payments and amounts thereafter realized by the Indenture Trustee through the exercise of remedies hereunder or under any of the agreements assigned or pledged to the Indenture Trustee under this Indenture or otherwise as trustee under this Indenture (for purposes of this Section 4.03, all such amounts and payments held or realized being herein called "proceeds"), other than amounts -------- expressly paid to it for its own account and other than Excepted Payments, shall be distributed forthwith by the Indenture Trustee in the following order of priority: first, so much of such proceeds as shall be required to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any unreimbursed tax, expense (including reasonable legal fees) or other loss incurred by it (in each case to the extent reimbursable under the Operative Documents) shall be distributed to the Indenture Trustee for application to itself; second, so much of the remaining proceeds as shall be required to reimburse the then existing or prior Holders for amounts paid or advanced by the Holders pursuant to Section 6.04 (to the extent not previously reimbursed), shall be distributed to the then existing and prior Holders as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any recipient over any other recipient (except as otherwise expressly provided herein), in the proportion the aggregate amount due each such Person under this clause "second" bears to the aggregate amount and interest due all such Persons under this clause "second"; third, so much of the proceeds remaining as shall be required to pay in full the aggregate unpaid principal amount of each Secured Note then Outstanding and Make-Whole Amount, if any, and all accrued but unpaid interest thereon to the date of distribution, shall be distributed to the Holder of such Secured Note, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed to all Holders ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "third" bears to the aggregate amount due all such Holders under this clause "third"; fourth, so much of the proceeds remaining as shall be required to pay to each Holder all other amounts payable pursuant to the indemnification provisions of Section 13 of the Participation Agreement or pursuant to any other provision of any Operative Document and secured hereunder to such Holder or to its predecessors and remaining unpaid shall be distributed to such Holder for distribution to itself and such predecessors, as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "fourth" bears to the aggregate amount due all such Holders under this clause "fourth"; and fifth, the balance, if any, of the proceeds remaining shall be distributed to the Owner Trust for distribution pursuant to the Trust Agreement. All amounts distributed to any Holder pursuant to clause "third" of this Section 4.03 shall be applied by such Holder in payment of the Secured Notes held by it in accordance with the terms of Section 4.04.

Distribution After Indenture Event of Default. If (a) --------------------------------------------- an Indenture Event of Default shall have occurred and be continuing, continuing and (b) the Indenture Trustee (as assignee of the Owner Trust) shall have given notice to declare the Charter to be in default pursuant to Article 22 thereof, thereof and the Indenture Trustee shall have given notice to the Owner Trust pursuant to the first proviso of Section 5.04 of its intent to declare the Secured Notes due and payable or any of the Secured Notes shall have been declared or otherwise shall have become immediately due and payable pursuant to Section 5.04, then, to the extent that each such notice or declaration shall not have been rescinded or the Secured Notes shall remain immediately due and payable, (i) all amounts then held by the Indenture Trustee pursuant to Section 4.05 or 4.06 (and not excluded from the operation of this Section 4.03) or then otherwise held by the Indenture Trustee hereunder or under any Operative Document (other than amounts held for its own account), and (ii) all payments and amounts thereafter realized by the Indenture Trustee through the exercise of remedies hereunder or under any of the agreements assigned or pledged to the Indenture Trustee under this Indenture or otherwise as trustee under this Indenture (for purposes of this Section 4.03, all such amounts and payments held or realized being herein called "proceeds"), other than amounts -------- expressly paid to it for its -------- own account and other than Excepted Payments, shall be distributed forthwith by the Indenture Trustee in the following order of priority: first, so much of such proceeds as shall be required to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any unreimbursed tax, expense (including reasonable legal fees) or other loss incurred by it (in each case to the extent reimbursable under the Operative Documents) shall be distributed to the Indenture Trustee for application to itself; second, so much of the remaining proceeds as shall be required to reimburse the then existing or prior Holders for amounts paid or advanced by the Holders pursuant to Section 6.04 (to the extent not previously reimbursed), ) shall be distributed to the then existing and prior Holders as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any recipient over any other recipient (except as otherwise expressly provided herein), in the proportion the aggregate amount due each such Person under this clause "second" bears to the aggregate amount and interest due all such Persons under this clause "second"; third, so much of the proceeds remaining as shall be required to pay in full the aggregate unpaid principal amount of each Secured Note then Outstanding and Make-Whole Amount, if any, and all accrued but unpaid interest thereon to the date of distribution, shall be distributed to the Holder of such Secured Note, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed to all Holders ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "third" bears to the aggregate amount due all such Holders under this clause "third"; fourth, so much of the proceeds remaining as shall be required to pay to each Holder all other amounts payable pursuant to the indemnification provisions of Section 13 of the Participation Agreement or pursuant to any other provision of any Operative Document and secured hereunder to such Holder or to its predecessors and remaining unpaid shall be distributed to such Holder for distribution to itself and such predecessors, as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "fourth" bears to the aggregate amount due all such Holders under this clause "fourth"; and fifth, the balance, if any, of the proceeds remaining shall be distributed to the Owner Trust for distribution pursuant to the Trust Agreement. For the avoidance of doubt, no Make Whole Amount or any other premium shall be due and payable on the Secured Notes as a consequence of the acceleration of the Secured Notes as a result of an Indenture of Default. All amounts distributed to any Holder pursuant to clause "third" of this Section 4.03 shall be applied by such Holder in payment of the Secured Notes held by it in accordance with the terms of Section 4.04.

Distribution After Indenture Event of Default. If (a) --------------------------------------------- an Indenture Event of Default shall have occurred and be continuing, and (b) the Indenture Trustee (as assignee of the Owner Trust) shall have given notice to declare the Charter to be in default pursuant to Article 22 thereof, the Indenture Trustee shall have given notice to the Owner Trust pursuant to the first proviso of Section 5.04 of its intent to declare the Secured Notes due and payable or any of the Secured Notes shall have been declared or otherwise shall have become immediately due and payable pursuant to Section 5.04, then, to the extent that each such notice or declaration shall not have been rescinded or the Secured Notes shall remain immediately due and payable, (i) all amounts then held by the Indenture Trustee pursuant to Section 4.05 or 4.06 (and not excluded from the operation of this Section 4.03) or then otherwise held by the Indenture Trustee hereunder or under any Operative Document (other than amounts held for its own account), and (ii) all payments and amounts thereafter realized by the Indenture Trustee through the exercise of remedies hereunder or under any of the agreements assigned or pledged to the Indenture Trustee under this Indenture or otherwise as trustee under this Indenture (for purposes of this Section 4.03, all such amounts and payments held or realized being herein called "proceeds"), -------- other than amounts -------- expressly paid to it for its own account and other than Excepted Payments, shall be distributed forthwith by the Indenture Trustee in the following order of priority: first, so much of such proceeds as shall be required to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any unreimbursed tax, expense (including reasonable legal fees) or other loss incurred by it (in each case to the extent reimbursable under the Operative Documents) shall be distributed to the Indenture Trustee for application to itself; second, so much of the remaining proceeds as shall be required to reimburse the then existing or prior Holders for amounts paid or advanced by the Holders pursuant to Section 6.04 (to the extent not previously reimbursed), shall be distributed to the then existing and prior Holders as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any recipient over any other recipient (except as otherwise expressly provided herein), in the proportion the aggregate amount due each such Person under this clause "second" bears to the aggregate amount and interest due all such Persons under this clause "second"; third, so much of the proceeds remaining as shall be required to pay in full the aggregate unpaid principal amount of each Secured Note then Outstanding and Make-Whole Amount, if any, and all accrued but unpaid interest thereon to the date of distribution, shall be distributed to the Holder of such Secured Note, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed to all Holders ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "third" bears to the aggregate amount due all such Holders under this clause "third"; fourth, so much of the proceeds remaining as shall be required to pay to each Holder all other amounts payable pursuant to the indemnification provisions of Section 13 of the Participation Agreement or pursuant to any other provision of any Operative Document and secured hereunder to such Holder or to its predecessors and remaining unpaid shall be distributed to such Holder for distribution to itself and such predecessors, as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "fourth" bears to the aggregate amount due all such Holders under this clause "fourth"; and fifth, the balance, if any, of the proceeds remaining shall be distributed to the Owner Trust for distribution pursuant to the Trust Agreement. All amounts distributed to any Holder pursuant to clause "third" of this Section 4.03 shall be applied by such Holder in payment of the Secured Notes held by it in accordance with the terms of Section 4.04.

Distribution After Indenture Event of Default. If --------------------------------------------- (a) --------------------------------------------- an Indenture Event of Default shall have occurred and be continuing, and (b) the Indenture Trustee (as assignee of the Owner Trust) shall have given notice to declare the Charter to be in default pursuant to Article 22 thereof, either the Indenture Trustee shall have given notice to the Owner Trust declare this Indenture to be in default pursuant to the first proviso of Section 5.04 of its intent to declare the Secured Notes due and payable 5.04(a), or any of the Secured Notes shall have been declared or otherwise shall have become immediately due and payable pursuant to Section 5.04, then, to the extent that each such notice or declaration shall not have been rescinded or the Secured Notes shall remain immediately due and payable, (i) all amounts then held by the Indenture Trustee pursuant to in accordance with Section 4.05 or 4.06 (and not excluded from the operation of this Section 4.03) or then otherwise held by the Indenture Trustee hereunder or under any Operative Document (other than amounts held for its own account) (and, in each case, all earnings thereon that constitute part of the Indenture Estate as provided in Section 7.04), and (ii) all payments and amounts thereafter realized by the Indenture Trustee through the exercise of remedies hereunder or under any of the agreements assigned or pledged to the Indenture Trustee under this Indenture or otherwise as trustee under this Indenture (for purposes of this Section 4.03, all such amounts and payments held or realized being herein called "proceeds"), other than amounts -------- expressly paid to it for its own account and other than Excepted Paymentsaccount, shall be distributed forthwith by the Indenture Trustee in the following order of priority: first, so much of such proceeds as shall be required to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any unreimbursed tax, expense (including reasonable legal fees) or other loss incurred by it (in each case to the extent reimbursable under the Operative Documents) shall be distributed to the Indenture Trustee for application to itself; second, so much of the remaining proceeds as shall be required to reimburse the then existing or prior Holders for amounts paid or advanced by the Holders pursuant to Section 6.04 (to the extent not previously reimbursed), shall be distributed to the then existing and prior Holders as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any recipient over any other recipient (except as otherwise expressly provided herein), in the proportion the aggregate amount due each such Person under this clause "second" bears to the aggregate amount and interest due all such Persons under this clause "second"; third, so much of the proceeds remaining as shall be required to pay in full the aggregate unpaid principal amount of each Secured Note then Outstanding and and, Make-Whole Amount, if any, and all accrued but unpaid interest thereon to the date of distribution, shall be distributed to the Holder of such Secured Note, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed to all Holders ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "third" bears to the aggregate amount due all such Holders under this clause "third"; fourth, so much of the proceeds remaining as shall be required to pay to each Holder all other amounts payable pursuant to the indemnification provisions of Section 13 of the Participation Agreement or pursuant to any other provision of any Operative Document and secured hereunder to such Holder or to its predecessors and remaining unpaid shall be distributed to such Holder for distribution to itself and such its predecessors, as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "fourth" bears to the aggregate amount due all such Holders under this clause "fourth"; and fifth, the balance, if any, of the proceeds remaining shall be distributed to the Owner Trust for distribution pursuant to the Trust AgreementEEX. All amounts distributed to any Holder pursuant to clause "third" of this Section 4.03 shall be applied by such Holder in payment of the Secured Notes held by it in accordance with the terms of Section 4.04.

Distribution After Indenture Event of Default. If Except --------------------------------------------- as otherwise provided in the second sentence of Section 4.02(c) or in Section 4.05, if (a) --------------------------------------------- an Indenture Event of Default shall have occurred and be continuing, and (b) either the Indenture Trustee (as assignee of the Owner TrustTrustee) shall have given notice to declare the Charter to be in default pursuant to Article 22 Section 18(a) thereof, the Indenture Trustee shall have given notice to the Owner Trust Trustee pursuant to the first proviso of to Section 5.04 of its the Indenture Trustee's intent to declare the Secured Notes due and payable or any of the Secured Notes shall have been declared or otherwise shall have become immediately due and payable pursuant to Section 5.04, then, to the extent that each such notice or declaration shall not have been rescinded or the Secured Notes shall remain immediately due and payable, (i) all amounts then held by the Indenture Trustee pursuant to Section 4.01 or otherwise under the Indenture (but not including funds described in the second sentence of Section 4.02(c) and Section 4.05 or 4.06 (and not excluded from the operation of this Section 4.03) or then otherwise held by the Indenture Trustee ), in each case hereunder or under any Operative Document (other than amounts held for its own account), and (ii) all payments and amounts thereafter realized by the Indenture Trustee through the exercise of remedies hereunder or under any of the agreements assigned or pledged to the Indenture Trustee under this Indenture or otherwise as trustee under this Indenture or under the Ship Mortgage (for purposes of this Section 4.03, all such amounts and payments held or realized being herein called "proceeds"), other than amounts -------- expressly paid to it for its -------- own account and other than Excepted Payments, shall be distributed forthwith by the Indenture Trustee in the following order of priority: first, so much of such proceeds as shall be required to reimburse the ----- Indenture Trustee for any unpaid fees for its services under this Indenture and any unreimbursed tax, expense (including reasonable legal fees) or other loss incurred by it (in each case to the extent reimbursable under the Operative Documents) shall be distributed to the Indenture Trustee for application to itself; second, so much of the remaining proceeds as shall be required to ------ reimburse the then existing or prior Holders for amounts paid or advanced by the Holders pursuant to Section 6.04 (to the extent not previously reimbursed), shall be distributed to the then existing and prior Holders as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any recipient over any other recipient (except as otherwise expressly provided herein), in the proportion the aggregate amount due each such Person under this clause "second" bears to the aggregate amount and interest due all such Persons ------- under this clause "second"; third, so much of the proceeds remaining as shall be required to pay in full the aggregate unpaid principal amount of each Secured Note then Outstanding and Make-Whole Amount, if any, and all accrued but unpaid interest thereon to the date of distribution, shall be distributed to the Holder of such Secured Note, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed to all Holders ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "third" bears to the aggregate amount due all such Holders under this clause "third"; fourth, so much of the proceeds remaining as shall be required to pay to each Holder all other amounts payable pursuant to the indemnification provisions of Section 13 of the Participation Agreement or pursuant to any other provision of any Operative Document and secured hereunder to such Holder or to its predecessors and remaining unpaid shall be distributed to such Holder for distribution to itself and such predecessors, as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "fourth" bears to the aggregate amount due all such Holders under this clause "fourth"; and ------ fifth, the balance, if any, of the proceeds remaining shall be ----- distributed to the Owner Trust Trustee for distribution pursuant to the Trust Agreement. For the avoidance of doubt, no Make-Whole Amount or any other premium shall be due and payable on the Secured Notes as a consequence of the acceleration of the Secured Notes as a result of an Indenture Event of Default. All amounts distributed to any Holder pursuant to clause "third" of ----- this Section 4.03 shall be applied by such Holder in payment of the Secured Notes held by it in accordance with the terms of Section 4.04.

Distribution After Indenture Event of Default. If Except --------------------------------------------- as otherwise provided in the second sentence of Section 4.02(c) or in Section 4.05, if (a) --------------------------------------------- an Indenture Event of Default shall have occurred and be continuing, and (b) either the Indenture Trustee (as assignee of the Owner TrustTrustee) shall have given notice to declare the Charter Lease to be in default pursuant to Article 22 Section 16.1 thereof, the Indenture Trustee shall have given notice to the Owner Trust Trustee pursuant to the first proviso of to Section 5.04 of its the Indenture Trustee's intent to declare the Secured Notes due and payable or any of the Secured Notes shall have been declared or otherwise shall have become immediately due and payable pursuant to Section 5.04, then, to the extent that each such notice or declaration shall not have been rescinded or the Secured Notes shall remain immediately due and payable, (i) all amounts then held by the Indenture Trustee pursuant to Section 4.01 or otherwise under the Indenture (but not including funds described in the second sentence of Section 4.02(c) and Section 4.05 or 4.06 (and not excluded from the operation of this Section 4.03) or then otherwise held by the Indenture Trustee ), in each case hereunder or under any Operative Document (other than amounts held for its own account), and (ii) all payments and amounts thereafter realized by the Indenture Trustee through the exercise of remedies hereunder or under any of the agreements assigned or pledged to the Indenture Trustee under this Indenture or otherwise as trustee under this Indenture (for purposes of this Section 4.03, all such amounts and payments held or realized being herein called "proceeds"), -------- other than amounts -------- expressly paid to it for its own account and other than Excepted Payments, shall be distributed forthwith by the Indenture Trustee in the following order of priority: first, so much of such proceeds as shall be required to reimburse the ----- Indenture Trustee for any unpaid fees for its services under this Indenture and any unreimbursed tax, expense (including reasonable legal fees) or other loss incurred by it (in each case to the extent reimbursable under the Operative Documents) shall be distributed to the Indenture Trustee for application to itself; second, so much of the remaining proceeds as shall be required to ------ reimburse the then existing or prior Holders for amounts paid or advanced by the Holders pursuant to Section 6.04 (to the extent not previously reimbursed), shall be distributed to the then existing and prior Holders as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any recipient over any other recipient (except as otherwise expressly provided herein), in the proportion the aggregate amount due each such Person under this clause "second" bears to the aggregate amount and interest due all such Persons ------ under this clause "second"; ------- third, so much of the proceeds remaining as shall be required to pay ----- in full the aggregate unpaid principal amount of each Secured Note then Outstanding and Make-Whole Amount, if any, and all accrued but unpaid interest thereon to to, but not including, the date of distribution, shall be distributed to the Holder of such Secured Note, and if the proceeds remaining are insufficient to pay all such principal and/or interest (as the case may be) amounts in full, they shall be distributed to all Holders ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "third" bears to the aggregate amount due all such ----- Holders under this clause "third"; fourth, so much of the proceeds remaining as shall be required to pay to each Holder all other amounts payable pursuant to the indemnification provisions of Section 13 of the Participation Agreement or pursuant to any other provision of any Operative Document and secured hereunder to such Holder or to its predecessors and remaining unpaid shall be distributed to such Holder for distribution to itself and such predecessors, as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "fourth" bears to the aggregate amount due all such Holders under this clause "fourth"; and ----- fifth, the balance, if any, of the proceeds remaining shall be ----- distributed to the Owner Trust Trustee for distribution pursuant to the Trust Agreement. For the avoidance of doubt, no Make-Whole Amount or any other premium shall be due and payable on the Secured Notes as a consequence of the acceleration of the Secured Notes as a result of an Indenture Event of Default. All amounts distributed to any Holder pursuant to clause "third" of ----- this Section 4.03 shall be applied by such Holder in payment of the Secured Notes held by it in accordance with the terms of Section 4.04.

Distribution After Indenture Event of Default. If Except --------------------------------------------- as otherwise provided in Section 4.02(c) or in Section 4.05, if (a) --------------------------------------------- an Indenture Event of Default shall have occurred and be continuing, and (b) the Indenture Trustee (as assignee of the Owner Trust) shall have given notice to declare the Charter to be in default pursuant to Article 22 thereof, either the Indenture Trustee shall have given notice to the Owner Trust declare this Indenture to be in default pursuant to the first proviso of Section 5.04 of its intent to declare the Secured Notes due and payable 5.04(a), or any of the Secured Notes shall have been declared or otherwise shall have become immediately due and payable pursuant to Section 5.04, 5.04 then, to the extent that each such notice or declaration shall not have been rescinded or the Secured Notes shall remain immediately due and payable, (i) all amounts then held by the Indenture Trustee pursuant to Section 4.01 or otherwise under the Indenture (but not including funds described in Sections 4.02(c) and 4.05 or 4.06 (and not excluded from the operation of this Section 4.03) or then otherwise held by the Indenture Trustee in each case hereunder or under any Operative Document (other than amounts held for its own account), and (ii) all payments and amounts thereafter realized by the Indenture Trustee through the exercise of remedies hereunder or under any of the agreements assigned or pledged to the Indenture Trustee under this Indenture or otherwise as trustee under this Indenture (for purposes of this Section 4.03, all such amounts and payments held or realized being herein called "proceeds"), other than amounts -------- expressly paid to it for its own account and other than Excepted Paymentsaccount, shall be distributed forthwith by the Indenture Trustee in the following order of priority: first, so much of such proceeds as shall be required to reimburse the ----- Indenture Trustee for any unpaid fees for its services under this Indenture and any unreimbursed tax, expense (including reasonable legal fees) or other loss incurred by it (in each case to the extent reimbursable under the Operative Documents) shall be distributed to the Indenture Trustee for application to itself; second, so much of the remaining proceeds as shall be required to ------ reimburse the then existing or prior Holders for amounts paid or advanced by the Holders pursuant to Section 6.04 (to the extent not previously reimbursed), shall be distributed to the then existing and prior Holders as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any recipient over any other recipient (except as otherwise expressly provided herein), in the proportion the aggregate amount due each such Person under this clause "second" bears to the aggregate amount and interest due all such Persons under this clause "second"; third, so much of the proceeds remaining as shall be required to pay ----- in full the aggregate unpaid principal amount of each Secured Note then Outstanding and Make-Whole Amount, if any, and all accrued but unpaid interest thereon to to, but not including, the date of distribution, shall be distributed to the Holder of such Secured Note, and if the proceeds remaining are insufficient to pay all such principal and/or interest (as the case may be) amounts in full, they shall be distributed to all Holders ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "third" bears to the aggregate amount due all such Holders under this clause "third"; fourth, so much of the proceeds remaining as shall be required to pay ------ to each Holder all other amounts payable pursuant to the indemnification provisions of Section 13 12 of the Participation Agreement or pursuant to any other provision of any Operative Document and secured hereunder to such Holder or to its predecessors and remaining unpaid shall be distributed to such Holder for distribution to itself and such predecessors, as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "fourth" bears to the aggregate amount due all such Holders under this clause "fourth"; and fifth, the balance, if any, of the proceeds remaining shall be ----- distributed to MTFC. For the Owner Trust for distribution pursuant to avoidance of doubt, no Make-Whole Amount or any other premium shall be due and payable on the Trust AgreementSecured Notes as a consequence of the acceleration of the Secured Notes as a result of an Indenture Event of Default. All amounts distributed to any Holder pursuant to clause "third" of ----- this Section 4.03 shall be applied by such Holder in payment of the Secured Notes held by it in accordance with the terms of Section 4.04.

Distribution After Indenture Event of Default. If Except --------------------------------------------- as otherwise provided in Section 4.02(c) or in Section 4.05, if (a) --------------------------------------------- an Indenture Event of Default shall have occurred and be continuing, and (b) the Indenture Trustee (as assignee of the Owner Trust) shall have given notice to declare the Charter to be in default pursuant to Article 22 thereof, either the Indenture Trustee shall have given notice to the Owner Trust declare this Indenture to be in default pursuant to the first proviso of Section 5.04 of its intent to declare the Secured Notes due and payable 5.04(a), or any of the Secured Notes shall have been declared or otherwise shall have become immediately due and payable pursuant to Section 5.04, 5.04 then, to the extent that each such notice or declaration shall not have been rescinded or the Secured Notes shall remain immediately due and payable, (i) all amounts then held by the Indenture Trustee pursuant to Section 4.01 or otherwise under the Indenture (but not including funds described in Sections 4.02(c) and 4.05 or 4.06 (and not excluded from the operation of this Section 4.03) or then otherwise held by the Indenture Trustee in each case hereunder or under any Operative Document (other than amounts held for its own account), and (ii) all payments and amounts thereafter realized by the Indenture Trustee through the exercise of remedies hereunder or under any of the agreements assigned or pledged to the Indenture Trustee under this Indenture or otherwise as trustee under this Indenture (for purposes of this Section 4.03, all such amounts and payments held or realized being herein called "proceeds"), other than amounts -------- expressly paid to it for its own account and other than Excepted Paymentsaccount, shall be distributed forthwith by the Indenture Trustee in the following order of priority: first, so much of such proceeds as shall be required to reimburse the ----- Indenture Trustee for any unpaid fees for its services under this Indenture and any unreimbursed tax, expense (including reasonable legal fees) or other loss incurred by it (in each case to the extent reimbursable under the Operative Documents) shall be distributed to the Indenture Trustee for application to itself; second, so much of the remaining proceeds as shall be required to ------ reimburse the then existing or prior Holders for amounts paid or advanced by the Holders pursuant to Section 6.04 (to the extent not previously reimbursed), shall be distributed to the then existing and prior Holders as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any recipient over any other recipient (except as otherwise expressly provided herein), in the proportion the aggregate amount due each such Person under this clause "second" bears to the aggregate amount and interest due all such Persons under this clause "second"; third, so much of the proceeds remaining as shall be required to pay ----- in full the aggregate unpaid principal amount of each Secured Note then Outstanding and Make-Whole Amount, if any, and all accrued but unpaid interest thereon to to, but not including, the date of distribution, shall be distributed to the Holder of such Secured Note, and if the proceeds remaining are insufficient to pay all such principal and/or interest (as the case may be) amounts in full, they shall be distributed to all Holders ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "third" bears to the aggregate amount due all such Holders under this clause "third"; fourth, so much of the proceeds remaining as shall be required to pay ------ to each Holder all other amounts payable pursuant to the indemnification provisions of Section 13 12 of the Participation Agreement or pursuant to any other provision of any Operative Document and secured hereunder to such Holder or to its predecessors and remaining unpaid shall be distributed to such Holder for distribution to itself and such predecessors, as their respective interests may appear, and if the proceeds remaining are insufficient to pay all such amounts in full, they shall be distributed ratably, without priority of any Holder over any other Holder (except as otherwise expressly provided herein), in the proportion that the aggregate amount due each such Holder under this clause "fourth" bears to the aggregate amount due all such Holders under this clause "fourth"; and fifth, the balance, if any, of the proceeds remaining shall be ----- distributed to MCFT. For the Owner Trust for distribution pursuant to avoidance of doubt, no Make-Whole Amount or any other premium shall be due and payable on the Trust AgreementSecured Notes as a consequence of the acceleration of the Secured Notes as a result of an Indenture Event of Default. All amounts distributed to any Holder pursuant to clause "third" of ----- this Section 4.03 shall be applied by such Holder in payment of the Secured Notes held by it in accordance with the terms of Section 4.04.