Common use of Distribution from Certificate Account and Special Payments Account Clause in Contracts

Distribution from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Pass Through Trustee has confirmed receipt of the payment of the Scheduled Payments due with respect to the Equipment Notes or ETCs on such date, the Pass Through Trustee shall distribute to the Certificateholders of the Pass Through Trust out of the Certificate Account the entire amount deposited therein pursuant to Section 4.1(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.1 concerning the final distribution) by check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Certificate Account; provided, however, that prior to the time that any Certificates are issued in the form of Registered Certificates, each Certificateholder may request in writing that such amounts be distributed by wire transfer of immediately available funds to an account specified by such Certificateholder. If a Scheduled Payment is not received by the Pass Through Trustee on a Regular Distribution Date but is received on a later date, it shall be distributed on the date received in the manner described in the preceding sentence to the Certificateholders of record on the Record Date with respect to such Regular Distribution Date. (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Pass Through Trustee has confirmed receipt of the Special Payments due on the Equipment Notes or ETCs or realized upon the sale of any Equipment Note or ETCs, the Pass Through Trustee shall distribute out of the Special Payments Account the entire amount deposited therein pursuant to Section 4.1(b) of such Special Payment. There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.1 concerning the final distribution) by (c) The Pass Through Trustee shall at the expense of the Companies cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the case of a Special Payment other than pursuant to the fifth paragraph of Section 2.1(b) or the fifth paragraph of Section 2.1(c), such notice shall be mailed not less than 15 days prior to the date any such Special Payment is scheduled to be distributed. In the case of a Special Payment pursuant to the fifth paragraph of Section 2.1(b) or the fifth paragraph of Section 2.1(c) such notice should be given as promptly as practicable after the receipt of notice from the Companies that Postponed Notes or the Equipment Notes or Union ETCs referred to in Section 2.1(c) will not be issued. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Pass Through Trustee has confirmed that it has received funds for such Special Payment. Notices mailed by the Pass Through Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.1), (ii) the amount of the Special Payment for each $1,000 face amount Certificate (taking into account any payment to be made by the Companies pursuant to Section 2.1(b) or (c), as applicable) and the amount thereof constituting principal, Make-Whole Amount, if any, and interest, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. If the amount of Make-Whole Amount, if any, payable upon the prepayment of an Equipment Note has not been calculated at the time that the Pass Through Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any Make-Whole Amount received will also be distributed. If any prepayment of the Equipment Notes is canceled, the Pass Through Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register.

Distribution from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Pass Through Trustee has confirmed receipt of the payment of the Scheduled Payments due with respect to the Equipment Notes or ETCs on such date, the Pass Through Trustee shall distribute to the Certificateholders of the Pass Through Trust out of the Certificate Account the entire amount deposited therein pursuant to Section 4.1(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.1 concerning the final distribution) by check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Certificate Account; provided, however, that prior to the time that any Certificates are issued in the form of Registered Certificates, each Certificateholder may request in writing that such amounts be distributed by wire transfer of immediately available funds to an account specified by such Certificateholder. If a Scheduled Payment is not received by the Pass Through Trustee on a Regular Distribution Date but is received on a later date, it shall be distributed on the date received in the manner described in the preceding sentence to the Certificateholders of record on the Record Date with respect to such Regular Distribution Date. (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Pass Through Trustee has confirmed receipt of the Special Payments due on the Equipment Notes or ETCs or realized upon the sale of any Equipment Note or ETCs, the Pass Through Trustee shall distribute out of the Special Payments Account the entire amount deposited therein pursuant to Section 4.1(b) of such Special Payment. There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.1 concerning the final distribution) byby check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Special Payments Account on account of such Special Payment; provided, however, that prior to the time that any Certificates are issued in the form of Registered Certificates, each Certificateholder may request in writing that such amount be distributed by wire transfer of immediately available funds to an account specified by such Certificateholder. (c) The Pass Through Trustee shall at the expense of the Companies cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the case of a Special Payment other than pursuant to the fifth paragraph of Section 2.1(b) or the fifth paragraph of Section 2.1(c), such notice shall be mailed not less than 15 days prior to the date any such Special Payment is scheduled to be distributed. In the case of a Special Payment pursuant to the fifth paragraph of Section 2.1(b) or the fifth paragraph of Section 2.1(c) such notice should be given as promptly as practicable after the receipt of notice from the Companies that Postponed Notes or the Equipment Notes or Union ETCs referred to in Section 2.1(c) will not be issued. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Pass Through Trustee has confirmed that it has received funds for such Special Payment. Notices mailed by the Pass Through Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.1), (ii) the amount of the Special Payment for each $1,000 face amount Certificate (taking into account any payment to be made by the Companies pursuant to Section 2.1(b) or (c), as applicable) and the amount thereof constituting principal, Make-Whole Amount, if any, and interest, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. If the amount of Make-Whole Amount, if any, payable upon the prepayment of an Equipment Note has not been calculated at the time that the Pass Through Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any Make-Whole Amount received will also be distributed. If any prepayment of the Equipment Notes is canceled, the Pass Through Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register.

Distribution from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Pass Through Trustee has confirmed receipt of the payment of the Scheduled Payments due with respect to the Equipment Notes or ETCs on such date, the Pass Through Trustee shall distribute to the Certificateholders of the Pass Through Trust out of the Certificate Account the entire amount deposited therein pursuant to Section 4.1(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.1 concerning the final distribution) by check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Certificate Account; provided, however, that prior to the time that any Certificates are issued in the form of Registered Certificates, each Certificateholder may request in writing that such amounts be distributed by wire transfer of immediately available funds to an account specified by such Certificateholder. If a Scheduled Payment is not received by the Pass Through Trustee on a Regular Distribution Date but is received on a later date, it shall be distributed on the date received in the manner described in the preceding sentence to the Certificateholders of record on the Record Date with respect to such Regular Distribution Date. (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Pass Through Trustee has confirmed receipt of the Special Payments due on the Equipment Notes or ETCs or realized upon the sale of any Equipment Note or ETCsNote, the Pass Through Trustee shall distribute out of the Special Payments Account the entire amount deposited therein pursuant to Section 4.1(b) of such Special Payment. There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.1 concerning the final distribution) byby check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Special Payments Account on account of such Special Payment; provided, however, that prior to the time that any Certificates are issued in the form of -24- 26 Registered Certificates, each Certificateholder may request in writing that such amount be distributed by wire transfer of immediately available funds to an account specified by such Certificateholder. (c) The Pass Through Trustee shall at the expense of the Companies Company cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the case of a Special Payment other than pursuant to the fifth paragraph of Section 2.1(b) or the fifth paragraph of Section 2.1(c), ) such notice shall be mailed not less than 15 days prior to the date any such Special Payment is scheduled to be distributed. In the case of a Special Payment pursuant to the fifth paragraph of Section 2.1(b) or the fifth paragraph of Section 2.1(c) such notice should be given as promptly as practicable after the receipt of notice from the Companies Company that Postponed Notes or the Equipment Notes or Union ETCs referred to in Section 2.1(c) will not be issued. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Pass Through Trustee has confirmed that it has received funds for such Special Payment. Notices mailed by the Pass Through Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.1), (ii) the amount of the Special Payment for each $1,000 face amount Certificate (taking into account any payment to be made by the Companies Company pursuant to Section 2.1(b) or (c), as applicable) , as and the amount thereof constituting principal, Make-Whole Amount, if any, and interest, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. If the amount of Make-Whole Amount, if any, payable upon the prepayment of an Equipment Note has not been calculated at the time that the Pass Through Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any Make-Whole Amount received will also be distributed. If any prepayment of the Equipment Notes is canceled, the Pass Through Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register.

Distribution from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Pass Through Trustee has confirmed receipt of the payment of the Scheduled Payments due with respect to the Equipment Notes or ETCs on such date, the Pass Through Trustee shall distribute to the Certificateholders of the Pass Through Trust out of the Certificate Account the entire amount deposited therein pursuant to Section 4.1(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.1 concerning the final distribution) by check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Certificate Account; provided, however, that prior to the time that any Certificates are issued in the form of Registered Certificates, each Certificateholder may request in writing that such amounts be distributed by wire transfer of immediately available funds to an account specified by such Certificateholder. If a Scheduled Payment is not received by the Pass Through Trustee on a Regular Distribution Date but is received on a later date, it shall be distributed on the date received in the manner described in the preceding sentence to the Certificateholders of record on the Record Date with respect to such Regular Distribution Date. (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Pass Through Trustee has confirmed receipt of the Special Payments due on the Equipment Notes or ETCs or realized upon the sale of any Equipment Note or ETCs, the Pass Through Trustee shall distribute out of the Special Payments Account the entire amount deposited therein pursuant to Section 4.1(b) of such Special Payment. There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.1 concerning the final distribution) byby check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Special Payments Account on account of such Special Payment; provided, however, that prior to the time that any Certificates are issued in the form of Registered Certificates, each Certificateholder may request in writing that such amount be distributed by wire transfer of immediately available funds to an account specified by such Certificateholder. (c) The Pass Through Trustee shall at the expense of the Companies Company cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the case of a Special Payment other than pursuant to the fifth paragraph of Section 2.1(b) or the fifth paragraph of Section 2.1(c), such notice shall be mailed not less than 15 days prior to the date any such Special Payment is scheduled to be distributed. In the case of a Special Payment pursuant to the fifth paragraph of Section 2.1(b) or the fifth paragraph of Section 2.1(c) such notice should be given as promptly as practicable after the receipt of notice from the Companies Company that Postponed Notes or the Equipment Notes or Union ETCs referred to in Section 2.1(c) will not be issued. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Pass Through Trustee has confirmed that it has received funds for such Special Payment. Notices mailed by the Pass Through Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.1), (ii) the amount of the Special Payment for each $1,000 face amount Certificate (taking into account any payment to be made by the Companies Company pursuant to Section 2.1(b) or (c), as applicable) and the amount thereof constituting principal, Make-Whole Amount, if any, and interest, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. If the amount of Make-Whole Amount, if any, payable upon the prepayment of an Equipment Note has not been calculated at the time that the Pass Through Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any Make-Whole Amount received will also be distributed. If any prepayment of the Equipment Notes is canceled, the Pass Through Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register.

Distribution from Certificate Account and Special Payments Account. (a) On each Regular Distribution Date or as soon thereafter as the Pass Through Trustee has confirmed receipt of the payment of the Scheduled Payments due with respect to the Equipment Notes [or ETCs ETCs] on such date, the Pass Through Trustee shall distribute to the Certificateholders of the Pass Through Trust out of the Certificate Account the entire amount deposited therein pursuant to Section 4.1(a). There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Regular Distribution Date (other than as provided in Section 11.1 concerning the final distribution) by check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Certificate Account; provided, however, that prior to the time that any Certificates are issued in the form of Registered Certificates, each Certificateholder may request in writing that such amounts be distributed by wire transfer of immediately available funds to an account specified by such Certificateholder. If a Scheduled Payment is not received by the Pass Through Trustee on a Regular Distribution Date but is received on a later date, it shall be distributed on the date received in the manner described in the preceding sentence to the Certificateholders of record on the Record Date with respect to such Regular Distribution Date. (b) On each Special Distribution Date with respect to any Special Payment or as soon thereafter as the Pass Through Trustee has confirmed receipt of the Special Payments due on the Equipment Notes [or ETCs ETCs] or realized upon the sale of any Equipment Note [or ETCs], the Pass Through Trustee shall distribute out of the Special Payments Account the entire amount deposited therein pursuant to Section 4.1(b) of such Special Payment. There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 11.1 concerning the final distribution) byby check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder's pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Special Payments Account on account of such Special Payment; provided, however, that prior to the time that any Certificates are issued in the form of Registered Certificates, each Certificateholder may request in writing that such amount be distributed by wire transfer of immediately available funds to an account specified by such Certificateholder. (c) The Pass Through Trustee shall at the expense of the Companies Company cause notice of each Special Payment to be mailed to each Certificateholder at his address as it appears in the Register. In the case of a Special Payment other than pursuant to the fifth paragraph of Section 2.1(b) or the fifth paragraph of Section 2.1(c), such notice shall be mailed not less than 15 days prior to the date any such Special Payment is scheduled to be distributed. In the case of a Special Payment pursuant to the fifth paragraph of Section 2.1(b) or the fifth paragraph of Section 2.1(c) such notice should be given as promptly as practicable after the receipt of notice from the Companies Company that Postponed Notes or the Equipment Notes [or Union ETCs ETCs] referred to in Section 2.1(c) will not be issued. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Pass Through Trustee has confirmed that it has received funds for such Special Payment. Notices mailed by the Pass Through Trustee shall set forth: (i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 11.1), (ii) the amount of the Special Payment for each $1,000 face amount Certificate (taking into account any payment to be made by the Companies Company pursuant to Section 2.1(b) or (c), as applicable) and the amount thereof constituting principal, Make-Whole Amount, if any, and interest, (iii) the reason for the Special Payment, and (iv) if the Special Distribution Date is the same date as a Regular Distribution Date, the total amount to be received on such date for each $1,000 face amount Certificate. If the amount of Make-Whole Amount, if any, payable upon the prepayment of an Equipment Note has not been calculated at the time that the Pass Through Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any Make-Whole Amount received will also be distributed. If any prepayment of the Equipment Notes is canceled, the Pass Through Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to each Certificateholder at its address as it appears on the Register.