Common use of Distribution of Funds Received Clause in Contracts

Distribution of Funds Received. (a) The Security Agent shall establish and maintain an account (the “Payment Account”), into which all amounts payable hereunder shall be paid. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Provided that no Event of Default has occurred and is then continuing, each installment of interest payable on the Loan Certificates shall be distributed as promptly as possible on or after the date that such amount is deposited in the Payment Account and becomes immediately available to the Security Agent: First, to the Loan Participants ratably, without priority of one over the other, to the payment in full of the aggregate amount of interest due under the Loan Certificates in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, (ii) any overdue interest thereon, and (iii) Break Amount, if any; Second, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled thereto. (c) Provided that no Event of Default has occurred and is then continuing, upon the first Business Day of the month in which the Delivery Date of the related Aircraft occurs, each payment made by the Borrower as repayment of the relevant Series of Drawings shall be distributed as promptly as possible on or after the date that such amount is deposited in the Payment Account and becomes immediately available to the Security Agent: First, to the Loan Participants ratably, without priority of one over the other, to the payment in full of the aggregate amount of interest due under the Loan Certificates in respect of the Series of Drawings being repaid in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, and (ii) any overdue interest thereon plus the Break Amount, if any, due to the Loan Participants in respect of such payment; Second, to the Loan Participants ratably, without priority of one over the other, to the payment in full of the outstanding principal amount of the Series of Drawings made by the Loan Participants which is being repaid; Third, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled thereto. (d) Upon any partial optional repayment of the Loan Certificates pursuant to Section 5.11(a) hereof, the amount paid by Borrower shall be applied against the amounts which Borrower is obligated to pay in connection with such prepayment pursuant to Section 5.11(a) (it being understood that no prepayment shall be permitted under Section 5.11(a) unless the Borrower pays a sufficient amount to satisfy the amounts owed by it under Section 5.11(a) in connection with such prepayment). (e) After an Event of Default shall have occurred, and so long as such Event of Default shall be continuing, all amounts deposited in the Payment Account and all proceeds resulting from a sale of any of the Mortgage Estate shall be applied in the following order of priority: First, to the extent not theretofore paid by or on behalf of the Borrower, to pay all costs and expenses of the Security Agent incurred in connection with the performance of its duties hereunder or under any other Operative Document, including reasonable attorneys’ fees and expenses and all costs and expenses incurred by the Security Agent in connection with its entering upon, taking possession of, holding, operating, managing, selling or otherwise disposing of the Mortgage Estate or any part thereof, any and all Taxes, assessments or other charges of any kind prior to the Lien of any Operative Document that the Security Agent determined in good faith to pay or be paid, and all amounts payable to the Security Agent hereunder or under any of the Operative Documents in respect of any indemnities or other obligations of the Borrower; Second, to the Loan Participants ratably, without priority of one over the other, to the payment of all accrued and unpaid interest (including Break Amount, if any, and interest on account of overdue payments of principal and interest) then due the Loan Participants under this Agreement or any of Loan Certificates; Third, to the Loan Participants ratably, without priority of one over the other, to the payment of any other amount, indebtedness or obligations (other than principal) due and payable to the Loan Participants under any Operative Documents; Fourth, to the Loan Participants ratably, without priority of one over the other, to the payment in full of the principal amount of the Loan Certificates; Fifth, the balance, if any, thereof thereafter remaining, to the Borrower or such other Person(s) as may then lawfully be entitled thereto. If the Security Agent purchases and subsequently sells the Aircraft to a third party, any net sale proceeds (after deduction of all relevant costs, including maintenance, storage and insurance) which exceed the debt advances for such Aircraft shall be deposited in the Payment Account and distributed under this Section 5.4.

Distribution of Funds Received. (a) The Security All amounts payable hereunder shall be paid to Paying Agent shall establish and maintain an into the account specified for Paying Agent pursuant to the Paying Agent Agreement (the “Payment Account”), into which all amounts payable hereunder shall be paid. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Provided that no Event of Default has occurred and is then continuing, each installment of interest payable on the Loan Certificates shall be distributed as promptly as possible on or after the date that such amount is deposited in the Payment Account and becomes immediately available to the Security Agent: First, Paying Agent to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of the aggregate amount of interest due under the Loan Certificates in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, and (ii) any overdue interest thereon, and (iii) Break Amount, if any; Second, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled thereto. (c) Provided that no Event of Default has occurred and is then continuing, upon the first Business Day of the month in which the Delivery Date of the related Aircraft occurs, each payment made by the Borrower as repayment of Drawings relating to an Aircraft upon the relevant Series of Drawings Maturity Date thereof shall be distributed as promptly as possible on or after the date that such amount is deposited in the Payment Account and becomes immediately available to the Security Paying Agent: FirstFIRST, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of the aggregate amount of interest due under the Loan Certificates in respect of the Series of Drawings being repaid in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, and (ii) any overdue interest thereon plus the Break AmountLoss, if any, due to the Loan Participants Lenders in respect of such payment; Secondand SECOND, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of the outstanding unpaid principal amount of the Series of Drawings made by the Loan Participants which is are being repaid; Third, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled thereto. (d) Upon any partial optional repayment of the Loan Certificates pursuant to Section 5.11(a2.10(a) hereof, the amount paid by Borrower shall be applied against the amounts which Borrower is obligated to pay in connection with such prepayment pursuant to Section 5.11(a2.10(a) (it being understood that no prepayment shall be permitted under Section 5.11(a2.10(a) unless the Borrower pays a sufficient amount to satisfy the amounts owed by it under Section 5.11(a2.10(a) in connection with such prepayment). (e) After an Event of Default shall have occurred, and so long as such Event of Default shall be continuing, all amounts deposited in the Payment Account and all proceeds resulting from a sale of any of the Mortgage Estate Collateral shall be applied in the following order of priority: FirstFIRST, to the extent not theretofore paid by or on behalf of the Borrower, to pay all costs and expenses of the Security Agent incurred in connection with the performance of its duties hereunder or under any other Operative DocumentAgreement, including reasonable attorneys’ fees and expenses and all costs and expenses incurred by the Security Agent in connection with its entering upon, taking possession of, holding, operating, managing, selling or otherwise disposing of the Mortgage Estate Collateral or any part thereof, any and all Taxes, assessments or other charges of any kind prior to the Lien of any Operative Document Agreement that the Security Agent determined in good faith to pay or be paid, and all amounts payable to the Security Agent hereunder or under any of the Operative Documents Agreements in respect of any indemnities or other obligations of the Borrower; SecondSECOND, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment of all accrued and unpaid interest on, all of the Loan Certificates (including Break AmountLoss, if any, and interest on account of overdue payments of principal and interest) then due the Loan Participants Lenders under this the Credit Agreement or any of the Loan Certificates and any costs, fees and expenses that are payable to the Lenders under the Credit Agreement or any of the Loan Certificates; ThirdTHIRD, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment of any other amount, indebtedness or obligations (other than principal) due and payable to the Loan Participants under any Operative Documents; Fourth, to the Loan Participants ratably, without priority of one over the other, to the payment in full of the unpaid principal amount of Drawings made under all of the Loan Certificates; Fifthand FOURTH, the balance, if any, thereof thereafter remaining, to the Borrower or such other Person(s) as may then lawfully be entitled thereto. If the Security Agent purchases and subsequently sells the Aircraft to a third party, any net sale proceeds (after deduction of all relevant costs, including maintenance, storage and insurance) which exceed the debt advances for such Aircraft shall be deposited in the Payment Account and distributed under this Section 5.4.

Distribution of Funds Received. (a) The Security Facility Agent shall establish and maintain an account (the “Payment Account”), into which records of all amounts payable hereunder shall be paid. * Indicates that certain information contained herein has been omitted and filed separately with paid to it by the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsBorrower hereunder. (b) Provided that no Event of Default has occurred and is then continuing, each installment instalment of interest payable on the Loan Certificates shall be distributed as promptly as possible on or after the date that such amount is deposited in actually received by the Payment Account and becomes immediately available to Facility Agent from the Security AgentBorrower: First, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of (A) the aggregate amount of interest due under the Loan Certificates in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, (ii) any overdue interest thereon, and (iii) Break Amount, if any, and (B) any other amounts (other than principal) then due and owing to the Lenders or any Agent hereunder and under the other Operative Documents; Second, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled thereto. (c) Provided that no Event of Default has occurred and is then continuing, upon the first Business Day of the month in which on the Delivery Date of the related Aircraft occursAircraft, each payment made by the Borrower as repayment of the relevant Series of Drawings Loans shall be distributed as promptly as possible on or after the date that such amount is deposited in actually received by the Payment Account and becomes immediately available to Facility Agent from the Security AgentBorrower: First, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of (A) the aggregate amount of interest due under the Loan Certificates in respect of the Series of Drawings such Aircraft being repaid in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, and (ii) any overdue interest thereon plus the Break Amount, if any, due to the Loan Participants Lenders in respect of such payment, and (B) any other amounts (other than principal) then due and owing to the Lenders or any Agent hereunder and under the other Operative Documents; Second, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of the outstanding principal amount of the Series Loans in respect of Drawings such Aircraft made by the Loan Participants Lenders which is being repaid; Third, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled thereto. (d) Upon any partial optional repayment of the Loan Certificates pursuant to Section 5.11(aClause 5.10(a) hereof, the amount paid by Borrower shall be applied against the amounts which Borrower is obligated to pay in connection with such prepayment pursuant to Section 5.11(aClause 5.10(a) (it being understood that no prepayment shall be permitted under Section 5.11(aClause 5.10(a) unless the Borrower pays a sufficient amount to satisfy the amounts owed by it under Section 5.11(aClause 5.10(a) in connection with such prepayment). (e) After an Event of Default shall have occurred, and so long as such Event of Default shall be continuing, all amounts deposited in actually received by the Payment Account Security Trustee from the Borrower and all proceeds resulting from a any sale of any of the Mortgage Estate Collateral shall be applied in the following order of priority: First, to the extent not theretofore paid by or on behalf of the Borrower, to pay all costs and expenses of the Security each Agent incurred in connection with the performance of its duties hereunder or under any other Operative Document, including reasonable attorneys’ fees and expenses expenses, and all costs and expenses incurred by the Security Agent Trustee in connection with its entering upon, taking possession of, holding, operating, managing, selling or otherwise disposing of the Mortgage Estate Collateral or any part thereof, any and all Taxes, assessments or other charges of any kind prior to the Lien of any Operative Document that the Security Agent Trustee determined in good faith to pay or be paid, and all amounts payable to the Security each Agent hereunder or under any of the Operative Documents in respect of any indemnities or other obligations of the Borrower; Second, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment of all accrued and unpaid interest (including Break Amount, if any, and interest on account of overdue payments of principal and interest) then due the Loan Participants Lenders under this Agreement or any of Loan Certificates; Third, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment of any other amount, indebtedness or obligations (other than principal) due and payable to the Loan Participants Lenders under any Operative Documents; Fourth, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of the principal amount of the Loan Certificates; Fifth, the balance, if any, thereof thereafter remaining, to the Borrower or such other Person(s) as may then lawfully be entitled thereto. If the Security Agent Trustee purchases and subsequently sells the Aircraft to a third party, any net sale proceeds (after deduction of all relevant costs, including maintenance, storage and insurance) which exceed the debt advances for Loan allocable to such Aircraft to the extent actually received by the Security Trustee shall be deposited in the Payment Account and distributed under this Section Clause 5.4.

Distribution of Funds Received. (a) The Security Agent shall establish and maintain an account (the “Payment Account”), into which all All amounts payable hereunder shall be paid. * Indicates that certain information contained herein has been omitted paid to Security Agent for application and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsdistribution as provided herein. (b) Provided that no Event of Default has occurred and is then continuingExcept as provided in clause (c) below, each installment payment made by Borrower of the principal of, interest payable on or other amount in respect of the Loan Certificates shall be distributed by Security Agent as promptly as possible on or after the date that such amount is deposited in the Payment Account paid to Security Agent and becomes immediately available to the Security Agent: First, to the Loan Participants ratably, without priority of one over the otherFIRST, to the payment in full of the aggregate amount of interest due under and Break Loss (if any) and, except as provided in clause “Second” below, all other amounts due under or in respect of the Loan Certificates in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, (ii) any overdue interest thereon, Certificates; and (iii) Break Amount, if any; Second, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled thereto. (c) Provided that no Event of Default has occurred and is then continuing, upon the first Business Day of the month in which the Delivery Date of the related Aircraft occurs, each payment made by the Borrower as repayment of the relevant Series of Drawings shall be distributed as promptly as possible on or after the date that such amount is deposited in the Payment Account and becomes immediately available to the Security Agent: First, to the Loan Participants ratably, without priority of one over the otherSECOND, to the payment in full of the aggregate amount of interest due under the Loan Certificates in respect of the Series of Drawings being repaid in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, and (ii) any overdue interest thereon plus the Break Amount, if any, due to the Loan Participants in respect of such payment; Second, to the Loan Participants ratably, without priority of one over the other, to the payment in full of the outstanding unpaid principal amount of the Series of Drawings made by the Loan Participants which is being repaid; Third, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may Certificates then lawfully be entitled theretodue. (d) Upon any partial optional repayment of the Loan Certificates pursuant to Section 5.11(a) hereof, the amount paid by Borrower shall be applied against the amounts which Borrower is obligated to pay in connection with such prepayment pursuant to Section 5.11(a) (it being understood that no prepayment shall be permitted under Section 5.11(a) unless the Borrower pays a sufficient amount to satisfy the amounts owed by it under Section 5.11(a) in connection with such prepayment). (ec) After an Event of Default shall have occurred, and so long as such Event of Default shall be continuingcontinuing and one or more Series of the Loan Certificates have been subject to the provisions of Section 4.1(b) or (c), all amounts deposited payments in respect of the Payment Account Loan Certificates and all proceeds resulting from a sale of any of the Mortgage Estate Collateral and all other amounts held by Security Agent hereunder shall be applied distributed in the following order of priority: FirstFIRST, to the extent not theretofore paid by or on behalf of the Borrower, to pay all costs and expenses of the Security Agent incurred in connection with the performance of its duties hereunder or under any other Operative DocumentAgreement, including reasonable attorneys’ fees and expenses and all costs and expenses incurred by the Security Agent in connection with its entering upon, taking possession of, holding, operating, managing, selling or otherwise disposing of the Mortgage Estate Collateral or any part thereof, any and all Taxes, assessments or other charges of any kind prior to the Lien of any Operative Document Agreement that the Security Agent determined in good faith to pay or be paid, and all amounts payable to the Security Agent hereunder or under any of the Operative Documents Agreements in respect of any indemnities or other obligations of the Borrower; Second, to the Loan Participants ratably, without priority of one over the otherSECOND, to the payment of the unpaid principal amount of, and all accrued and unpaid interest on, all of the Loan Certificates (including Break AmountLoss, if any, and interest on account of overdue payments of principal and interest) and all other Obligations; THIRD, subject to Section 14 of the Credit Agreement, so much of such payments or amounts remaining to pay in full the other Secured Obligations, whether or not then due (by reason of acceleration or otherwise), in the following order: (1) unpaid principal amount of, and all accrued and unpaid interest on, all Related Notes issued under the Loan Participants Agreement described in clause (b) of the definition of “Loan Agreements” and all other Related Obligations thereto; (2) unpaid principal amount of, and all accrued and unpaid interest on, all Related Notes issued under this Agreement or any of Loan Certificates; Third, to the Loan Participants ratably, without priority of one over the other, to the payment of any other amount, indebtedness or obligations Agreement described in clause (other than principala) due and payable to the Loan Participants under any Operative Documents; Fourth, to the Loan Participants ratably, without priority of one over the other, to the payment in full of the definition of “Loan Agreements” and all other Related Obligations thereto; (3) unpaid principal amount of the Loan Certificatesof, and all accrued and unpaid interest on, all Existing PDP Notes and all other Related Obligations thereto; Fifthand (4) all other Secured Obligations, if any; and FOURTH, the balance, if any, thereof thereafter remaining, to the Borrower or such other Person(s) as may then lawfully be entitled thereto. If . (d) Distributions among the Security Agent purchases and subsequently sells the Aircraft to a third party, any net sale proceeds (after deduction of all relevant costs, including maintenance, storage and insurance) which exceed the debt advances for such Aircraft Loan Certificates shall be deposited made ratably, without priority of one Loan Certificate over another, in accordance with the Payment Account and distributed respective amounts due or unpaid as appropriate to the particular distribution, except for distributions in respect of amounts owing under Section 2.3 or 2.10(b) of this Section 5.4Security Agreement, Sections 3(f), 3(g) or 10 of the Credit Agreement or elsewhere where payments are due to particular Lenders or other Persons, in which event distributions in respect thereof shall be made to the Lender(s) or Person(s) entitled thereto.

Distribution of Funds Received. (a) The Security Agent shall ------------------------------ establish and maintain an account (the “"Payment Account”"), into which all amounts payable hereunder shall be paid. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Provided that no Event of Default has occurred and is then continuing, each installment of interest payable on the Loan Certificates shall be distributed as promptly as possible on or after the date that such amount is deposited in the Payment Account and becomes immediately available to the Security Agent: First, to the Senior Loan Participants ratably, without priority of ----- one over the other, to the payment in full of the aggregate amount of interest due under the Senior Loan Certificates in an amount equal to (i) accrued interest at the rate provided in each Senior Loan Certificate, and (ii) any overdue interest thereon; and Second, to the Junior Loan Participant, to the payment in full of the ------ aggregate amount of interest then due under the Junior Loan Certificate in an amount equal to (i) accrued interest at the rate provided in the Junior Loan Certificate, and (iiiii) Break Amount, if any; Second, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled theretoany overdue interest thereon. (c) Provided that no Event of Default has occurred and is then continuing, upon the first Business Day of the month in which the Delivery Date of the related Aircraft occurs, each payment made by the Borrower as repayment of the relevant a Series of Drawings upon the Delivery Date of the related Aircraft shall be distributed as promptly as possible on or after the date that such amount is deposited in the Payment Account and becomes immediately available to the Security Agent: First, to the Senior Loan Participants ratably, without priority of ----- one over the other, to the payment in full of the aggregate amount of interest due under the Senior Loan Certificates in respect of the Series of Drawings being repaid in an amount equal to (i) accrued interest at the rate provided in each Senior Loan Certificate, and (ii) any overdue interest thereon plus the Break Amount, if any, due to the Senior Loan Participants in respect of such payment; Second, to the Senior Loan Participants ratably, without priority of ------ one over the other, to the payment in full of the outstanding principal amount of the Series of Drawings made by the Senior Loan Participants which is being repaid; Third, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(sJunior Loan Participant to the payment in full of the ----- aggregate amount of interest then due under the Junior Loan Certificate in an amount equal to (i) as may then lawfully be entitled theretoaccrued interest at the rate provided in the Junior Loan Certificate, and (ii) any overdue interest thereon; and MORTGAGE [Midway/LBK] Fourth, to the Junior Loan Participant to the payment in full of the ------ outstanding principal amount of the Series of Drawings made by the Junior Loan Participant which is being repaid. (d) Upon any partial optional repayment of the Senior Loan Certificates pursuant to Section 5.11(a2.11(a) hereof, the amount paid by Borrower shall be applied against the amounts which Borrower is obligated to pay in connection with such prepayment pursuant to Section 5.11(a2.11(a) (it being understood that no prepayment shall be permitted under Section 5.11(a2.11(a) unless the Borrower pays a sufficient amount to satisfy the amounts owed by it under Section 5.11(a2.11(a) in connection with such prepayment). (e) After an Event of Default shall have occurred, and so long as such Event of Default shall be continuing, all amounts deposited in the Payment Account and all proceeds resulting from a sale of any of the Mortgage Estate shall be applied in the following order of priority: First, to the extent not theretofore paid by or on behalf of the ----- Borrower, to pay all costs and expenses of the Security Agent incurred in connection with the performance of its duties hereunder or under any other Operative Document, including reasonable attorneys’ ' fees and expenses and all costs and expenses incurred by the Security Agent in connection with its entering upon, taking possession of, holding, operating, managing, selling or otherwise disposing of the Mortgage Estate or any part thereof, any and all Taxes, assessments or other charges of any kind prior to the Lien of any Operative Document that the Security Agent determined in good faith to pay or be paid, and all amounts payable to the Security Agent hereunder or under any of the Operative Documents in respect of any indemnities or other obligations of the Borrower; Second, to the Senior Loan Participants ratably, without priority of ------ one over the other, to the payment of all accrued and unpaid interest (including Break Amount, if any, and interest on account of overdue payments of principal and interest) then due the Senior Loan Participants under this the Credit Agreement or any of the Senior Loan Certificates; Third, to the Senior Loan Participants ratably, without priority of ----- one over the other, to the payment of any other amount, indebtedness or obligations (other than principal) due and payable to the Senior Loan Participants under any Operative Documents; Fourth, to the Senior Loan Participants ratably, without priority of ------ one over the other, to the payment in full of the principal amount of the Senior Loan Certificates; MORTGAGE [Midway/LBK] Fifth, to the Junior Loan Participant to the payment of all accrued ----- and unpaid interest (including interest on account of overdue payments of interest) then due to the Junior Loan Participant under the Credit Agreement or the Junior Loan Certificate; Sixth, to the Junior Loan Participant to the payment of any other ----- amount, indebtedness or obligations (other than principal) due and payable to the Junior Loan Participant under any Operative Document; Seventh, to the Junior Loan Participant to the payment in full of the ------- principal amount of the Junior Loan Certificate; and Eighth, the balance, if any, thereof thereafter remaining, to the ------ Borrower or such other Person(s) as may then lawfully be entitled thereto. If the Security Agent purchases and subsequently sells the Aircraft to a third party, any net sale proceeds (after deduction of all relevant costs, including maintenance, storage and insurance) which exceed the debt advances for such Aircraft shall be deposited in the Payment Account and distributed under this Section 5.4.

Distribution of Funds Received. (a) The Security Facility Agent shall establish and maintain an account (the “Payment Account”), into which records of all amounts payable hereunder shall be paid. * Indicates that certain information contained herein has been omitted and filed separately with paid to it by the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsBorrower hereunder. (b) Provided that no Event of Default has occurred and is then continuing, each installment instalment of interest payable on the Loan Certificates shall be distributed as promptly as possible on or after the date that such amount is deposited in actually received by the Payment Account and becomes immediately available to Facility Agent from the Security AgentBorrower: First, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of (A) the aggregate amount of interest due under the Loan Certificates in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, (ii) any overdue interest thereon, and (iii) Break Amount, if any, and (B) any other amounts (other than principal) then due and owing to the Lenders or any Agent hereunder and under the other Operative Documents; Second, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled thereto. (c) Provided that no Event of Default has occurred and is then continuing, upon the first Business Day of the month in which on the Delivery Date of the related Aircraft occursAircraft, each payment made by the Borrower as repayment of the relevant Series of Drawings Loans shall be distributed as promptly as possible on or after the date that such amount is deposited in actually received by the Payment Account and becomes immediately available to Facility Agent from the Security AgentBorrower: First, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of (A) the aggregate amount of interest due under the Loan Certificates in respect of the Series of Drawings such Aircraft being repaid in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, and (ii) any overdue interest thereon plus the Break Amount, if any, due to the Loan Participants Lenders in respect of such payment, and (B) any other amounts (other than principal) then due and owing to the Lenders or any Agent hereunder and under the other Operative Documents; Second, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of the outstanding principal amount of the Series Loans in respect of Drawings such Aircraft made by the Loan Participants Lenders which is being repaid; Third, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled thereto. (d) Upon any partial optional repayment of the Loan Certificates pursuant to Section 5.11(aClause 5.10(a) hereof, the amount paid by Borrower shall be applied against the amounts which Borrower is obligated to pay in connection with such prepayment pursuant to Section 5.11(aClause 5.10(a) (it being understood that no prepayment shall be permitted under Section 5.11(aClause 5.10(a) unless the Borrower pays a sufficient amount to satisfy the amounts owed by it under Section 5.11(aClause 5.10(a) in connection with such prepayment). (e) After an Event of Default shall have occurred, and so long as such Event of Default shall be continuing, all amounts deposited in actually received by the Payment Account Security Trustee from the Borrower and all proceeds resulting from a any sale of any of the Mortgage Estate Collateral shall be applied in the following order of priority: First, to the extent not theretofore paid by or on behalf of the Borrower, to pay all costs and expenses of the Security each Agent incurred in connection with the performance of its duties hereunder or under any other Operative Document, including reasonable attorneys’ fees and expenses expenses, and all costs and expenses incurred by the Security Agent Trustee in connection with its entering upon, taking possession of, holding, operating, managing, selling or otherwise disposing of the Mortgage Estate Collateral or any part thereof, any and all Taxes, assessments or other charges of any kind prior to the Lien of any Operative Document that the Security Agent Trustee determined in good faith to pay or be paid, and all amounts payable to the Security each Agent hereunder or under any of the Operative Documents in respect of any indemnities or other obligations of the Borrower; Second, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment of all accrued and unpaid interest (including Break Amount, if any, and interest on account of overdue payments of principal and interest) then due the Loan Participants Lenders under this Agreement or any of Loan Certificates; Third, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment of any other amount, indebtedness or obligations (other than principal) due and payable to the Loan Participants Lenders under any Operative Documents; Fourth, to the Loan Participants Lenders ratably, without priority of one over the other, to the payment in full of the principal amount of the Loan Certificates; Fifth, to the Related Security Trustees, to be distributed ratably, without priority of one over the other, to the payment of all Related Secured Obligations due and payable to the Related Secured Parties pursuant to the Related Operative Documents; Sixth, the balance, if any, thereof thereafter remaining, to the Borrower or such other Person(s) as may then lawfully be entitled thereto. If the Security Agent Trustee purchases and subsequently sells the Aircraft to a third party, any net sale proceeds (after deduction of all relevant costs, including maintenance, storage and insurance) which exceed the debt advances for Loan allocable to such Aircraft to the extent actually received by the Security Trustee shall be deposited in the Payment Account and distributed under this Section Clause 5.4.

Distribution of Funds Received. (a) The Security Agent shall establish and maintain an account (the “Payment Account”), into which all All amounts payable hereunder shall be paid. * Indicates that certain information contained herein has been omitted paid to Security Agent for application and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portionsdistribution as provided herein. (b) Provided that no Event of Default has occurred and is then continuingExcept as provided in clause (c) below, each installment payment made by Borrower of the principal of, interest payable on or other amount in respect of the Loan Certificates shall be distributed by Security Agent as promptly as possible on or after the date that such amount is deposited in the Payment Account paid to Security Agent and becomes immediately available to the Security Agent: First, to the Loan Participants ratably, without priority of one over the otherFIRST, to the payment in full of the aggregate amount of interest due under and Break Loss (if any) and, except as provided in clause “Second” below, all other amounts due under or in respect of the Loan Certificates in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, (ii) any overdue interest thereon, Certificates; and (iii) Break Amount, if any; Second, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may then lawfully be entitled thereto. (c) Provided that no Event of Default has occurred and is then continuing, upon the first Business Day of the month in which the Delivery Date of the related Aircraft occurs, each payment made by the Borrower as repayment of the relevant Series of Drawings shall be distributed as promptly as possible on or after the date that such amount is deposited in the Payment Account and becomes immediately available to the Security Agent: First, to the Loan Participants ratably, without priority of one over the otherSECOND, to the payment in full of the aggregate amount of interest due under the Loan Certificates in respect of the Series of Drawings being repaid in an amount equal to (i) accrued interest at the rate provided in each Loan Certificate, and (ii) any overdue interest thereon plus the Break Amount, if any, due to the Loan Participants in respect of such payment; Second, to the Loan Participants ratably, without priority of one over the other, to the payment in full of the outstanding unpaid principal amount of the Series of Drawings made by the Loan Participants which is being repaid; Third, the balance, if any, thereof thereafter remaining to the Borrower or such other Person(s) as may Certificates then lawfully be entitled theretodue. (d) Upon any partial optional repayment of the Loan Certificates pursuant to Section 5.11(a) hereof, the amount paid by Borrower shall be applied against the amounts which Borrower is obligated to pay in connection with such prepayment pursuant to Section 5.11(a) (it being understood that no prepayment shall be permitted under Section 5.11(a) unless the Borrower pays a sufficient amount to satisfy the amounts owed by it under Section 5.11(a) in connection with such prepayment). (ec) After an Event of Default shall have occurred, and so long as such Event of Default shall be continuingcontinuing and one or more Series of the Loan Certificates have been subject to the provisions of Section 4.1(b) or (c), all amounts deposited payments in respect of the Payment Account Loan Certificates and all proceeds resulting from a sale of any of the Mortgage Estate Collateral and all other amounts held by Security Agent hereunder shall be applied distributed in the following order of priority: FirstFIRST, to the extent not theretofore paid by or on behalf of the Borrower, to pay all costs and expenses of the Security Agent incurred in connection with the performance of its duties hereunder or under any other Operative DocumentAgreement, including reasonable attorneys’ fees and expenses and all costs and expenses incurred by the Security Agent in connection with its entering upon, taking possession of, holding, operating, managing, selling or otherwise disposing of the Mortgage Estate Collateral or any part thereof, any and all Taxes, assessments or other charges of any kind prior to the Lien of any Operative Document Agreement that the Security Agent determined in good faith to pay or be paid, and all amounts payable to the Security Agent hereunder or under any of the Operative Documents Agreements in respect of any indemnities or other obligations of the Borrower; Second, to the Loan Participants ratably, without priority of one over the otherSECOND, to the payment of the unpaid principal amount of, and all accrued and unpaid interest on, all of the Loan Certificates (including Break AmountLoss, if any, and interest on account of overdue payments of principal and interest) and all other Obligations; THIRD, subject to Section 14 of the Credit Agreement, so much of such payments or amounts remaining to pay in full the other Secured Obligations, whether or not then due (by reason of acceleration or otherwise), in the following order: (1) unpaid principal amount of, and all accrued and unpaid interest on, all Related Notes issued under the Loan Participants Agreement described in clause (b) of the definition of “Loan Agreements” and all other Related Obligations thereto; (2) unpaid principal amount of, and all accrued and unpaid interest on, all Related Notes issued under this Agreement or any of Loan Certificates; Third, to the Loan Participants ratably, without priority of one over the other, to the payment of any other amount, indebtedness or obligations Agreement described in clause (other than principala) due and payable to the Loan Participants under any Operative Documents; Fourth, to the Loan Participants ratably, without priority of one over the other, to the payment in full of the principal amount definition of the “Loan CertificatesAgreements” and all other Related Obligations thereto; Fifthand (3) all other Secured Obligations, if any; and FOURTH, the balance, if any, thereof thereafter remaining, to the Borrower or such other Person(s) as may then lawfully be entitled thereto. If . (d) Distributions among the Security Agent purchases and subsequently sells the Aircraft to a third party, any net sale proceeds (after deduction of all relevant costs, including maintenance, storage and insurance) which exceed the debt advances for such Aircraft Loan Certificates shall be deposited made ratably, without priority of one Loan Certificate over another, in accordance with the Payment Account and distributed respective amounts due or unpaid as appropriate to the particular distribution, except for distributions in respect of amounts owing under Section 2.3 or 2.10(b) of this Section 5.4Security Agreement, Sections 3(f), 3(g) or 10 of the Credit Agreement or elsewhere where payments are due to particular Lenders or other Persons, in which event distributions in respect thereof shall be made to the Lender(s) or Person(s) entitled thereto.