Common use of Distribution of Payments Clause in Contracts

Distribution of Payments. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Indenture Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee Indenture Trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Indenture Trustee or any other person shall ever be deemed to constitute the Indenture Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Indenture Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses. (c) In the event that any withholding tax is imposed on the Trust's payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Delaware Trustee is hereby authorized and directed to retain from amounts otherwise distributable to such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Delaware Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by applicable law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Delaware Trustee in its sole discretion may (but unless otherwise required by law shall not be obligated to) withhold such amounts in accordance with this paragraph (c) and may require reasonable evidence from the Certificateholder that a withholding tax is not payable with respect to a distribution. In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Delaware Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Delaware Trustee for any out of pocket expenses incurred.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (bSection 4.01(b) of this Section hereof or in Article VII hereofVII. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses.

Distribution of Payments. All Collections shall be distributed by Lead Lender in the order of priority set forth below. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating Prior to the Trust Estate and other payments and receipts of any kind with respect to date on which the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, setLoan becomes Non-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments byPerforming, the Trustee or Lead Lender shall distribute each Collection, other than any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account Lead Lender Fee (each of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, which shall be distributed forthwith upon receipt by directly to the Delaware Trustee Lead Lender), in the following order of priority: FIRST, so much to the extent available: (i) first, to each Lender, any costs or expenses of such Payments as Lender entitled to reimbursement (provided that if such Collection is not sufficient to reimburse all such expenses, then to each Lender in proportion to such expenses outstanding); (ii) second, to the Participant, an amount equal to interest accrued (and not previously paid to the Participant) on the Participant's Share at a rate to ten percent (10%) per annum; (iii) third, to the Lead Lender, an amount equal to interest accrued (and not previously paid) on the Loan, to the extent in excess of the amount paid to Participant pursuant to (ii) above; and (iv) fourth, to each Lender, its pro rata share of any remaining amounts for application against their Participation Shares. (b) Notwithstanding anything set forth above, if on any date the Loan becomes Non-Performing, Lead Lender shall, immediately upon receipt, transfer to Participant all Collections thereafter made in connection with the Loan for application to payment in full in cash of all of its Participation Share, interest thereon, and all other amounts due to Participant hereunder, from such date and until the earlier of the date that: (i) the Participant has received payment in full in cash of (A) all its Participation Share, (B) interest thereon, accrued at the rate of ten percent (10%) per annum, (C) all reimbursable expenses of the Participant, and (D) any other amounts due Participant hereunder, or (ii) such Non-Performing Loan has been replaced, in accordance with Section 2.3(a) hereof, by a Performing Substitution Loan. Following such payment in full or replacement this Agreement shall be required to pay or reimburse terminate, together with the Trust Company Participant's interest in any rights and obligations under the Loan and the Delaware Trustee for Loan Documents (other than any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed rights to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to indemnification which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expensesspecifically survive).

Distribution of Payments. (a) Until the Trust shall have received written notice from the Indenture Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee Indenture Trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Indenture Trustee or any other person shall ever be deemed to constitute the Indenture Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Indenture Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Indenture Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee Indenture Trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Indenture Trustee or any other person shall ever be deemed to constitute the Indenture Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (bSection 4.01(b) of this Section hereof or in Article VII hereofVII. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST first of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRSTfirst, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECONDsecond, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRDthird, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses.

Distribution of Payments. (a) Until Simultaneously with the execution of this Trust Agreement, the Trust shall have received written notify and direct the parties responsible under the respective Underlying Agreements for making distributions on the Daiwa FLOWS Certificates (which notice from shall be substantially in the form of Exhibit B hereto (the "Direction Letter")) (i) to remit all future payments on account of the Daiwa FLOWS Certificates directly to the Indenture Trustee for payment as specified in the Indenture until such time as the Indenture Trustee notifies the Trust that the Lien on the Trust Estate under the Indenture shall have been discharged pursuant to its termsand released, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, (ii) that neither the making of such payments to, nor following the receipt of such notice, such parties shall remit all future payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred the Daiwa FLOWS Certificates, from and after the date in December 1997 on which distributions are made on the Daiwa FLOWS Certificates pursuant to in clause FIRST the Daiwa Pooling Agreement, to the Owner Trustee for the benefit of subsection (b) of this Section or in Article VII hereofthe Certificateholders. (b) Except as otherwise provided in paragraph (a) of this SectionIn the event that, (i) all payments and amounts actually received following receipt by or on behalf the Trust of the Delaware Direction Letter and prior to receipt by the Trust of notice from the Indenture Trustee from that the Lien on the Trust Estate sources pursuant under the Indenture has been discharged and released, any payments on account of the Daiwa FLOWS Certificates are received directly (rather than through the Indenture Trustee) by the Owner Trustee, the Depositor or a Certificateholder, the Person so receiving such payment shall, promptly upon receipt, deliver such payment over to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind. (c) Pursuant to the terms of the Indenture, after payment by the Indenture Trustee of all required payments on the Notes on each Indenture Payment Date, the remaining Available Funds in the Payment Account will be remitted by the Indenture Trustee to the Owner Trustee for application as provided in Section 3.2 (including, without limitation, payment to the Certificateholders in accordance with Section 4.2 hereunder). The Owner Trustee may direct the Indenture Trustee to distribute such remaining Available Funds on any such Payment Date in a manner consistent with Sections 3.2 and 4.2 (as if such remaining Available Funds were on deposit in the Certificate Account); providedand, that neither the making of in connection therewith, such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person remaining Available Funds shall ever be deemed to constitute a Certificateholder or any have been deposited in the Certificate Account and subsequently withdrawn to make such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expensesdistributions.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee Trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (bSection 4.01(b) of this Section hereof or in Article VII hereofVII. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses.

Distribution of Payments. (ai) Until Prior to the Trust shall have received written notice from occurrence of an Event of Default and acceleration of all Obligations or termination of the Trustee that the Indenture shall have been discharged pursuant to its termsCommitment, all revenues and receipts of amounts received on any kind whatsoever generated by, remitted day by the Buyer in respect of or relating to Repurchase Prices (other than the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly Price Differential) for related Transactions shall be applied by the Delaware TrusteeBuyer as follows: first, forthwith after receipt, be paid over by to pay the Delaware Trustee Transactions outstanding and due and payable on such day pursuant to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or Section 13.4 and any other person shall ever be deemed Sections hereunder; second, to constitute prepay the Trustee or any Transactions outstanding and due and payable on such person as an income beneficiary hereunder, it being understood that all such payments will be made day pursuant to contractual obligations under the IndentureSection 13.5; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRDthird, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; (provided, that neither no Potential Default or Event of Default has occurred and is continuing), to the Seller by transfer to the Operating Account. If any Potential Default or Event of Default has occurred and is continuing, but the Obligations have not yet been accelerated pursuant to Section 19.2, all amounts remaining after making the applications required by clauses first and second above shall be applied to the payment of outstanding Transactions and/or other outstanding Obligations, in such Payments toorder as the Buyer may determine. (ii) Following (a) the occurrence of an Event of Default and acceleration of all Obligations or (b) termination of the Commitment, nor all amounts received by the receipt Buyer hereunder and under the other Facility Papers shall be disbursed by the Buyer as follows: first, to the Buyer to reimburse the Buyer for all fees, costs and expenses set forth in Section 21.1 reasonably incurred by the Buyer in connection with an Event of Default or otherwise payable to the Buyer under the Facility Papers; second, to the Buyer to pay the Price Differential on all Transactions and Fees due the Buyer; third, to the Buyer to pay the Purchase Prices on all outstanding Transactions in such Payments byorder and amounts as the Buyer, a Certificateholder in its sole discretion, may determine; fourth, to the Buyer to pay all remaining unpaid Obligations; and fifth, any remaining amounts, to the Seller by transfer to the Operating Account, or any to such other Person shall ever be deemed to constitute a Certificateholder or any account as the Seller may direct in writing for such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expensespurpose.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other All payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee Obligor to the Assignors or the Assignee (except for payments received in connection with conversions of debentures or from the Trust Estate sources pursuant to sale of the Indenture Obligor’s stock held by the Assignors or by the Assignee) in connection with the Financing Arrangements, including without limitation, redemption payments received from the Obligor, and all amounts received by the Assignors or the Assignee from the proceeds of any collateral securing the Financing Arrangements (collectively, the “Collateral”), shall be distributed as follows: (a) Within two business days following the receipt of a payment, the party that received such payment (the “Receiving Party”) shall notify the other party hereto (the “Non-Receiving Party”) in writing (a “Payment Notice”) of (i) the amount of such payment, and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating the current balance owed by the Obligor to the Trust Estate or otherwise included Receiving Party in connection with the Trust Estate Financing Arrangements, which balance shall specify the principal balance, accrued and not pledged or required to be pledged pursuant unpaid interest, and with respect to the Indenture or released from Assignors only, any unreimbursed costs and expenses incurred in connection with the lien of the Indenture Financing Arrangements (all to the extent not previously distributed“Costs and Expenses”). (b) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the Within three business days following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments bya Payment Notice, the Non-Receiving Party shall provide the Receiving Party with a Certificateholder or any other Person shall ever be deemed to constitute written notice (a Certificateholder or any such Person as an income beneficiary hereunder“Balance Notice”, and provided furthertogether with the Payment Notice, the “Notices”) setting forth the current balance owed by the Obligor to the Non-Receiving Party in connection with the Financing Arrangements, which balance shall specify the principal balance, accrued and unpaid interest, and, with respect to the Assignor only, Costs and Expenses. (c) Within three business days following the Receiving Party’s receipt of a Balance Notice, the Receiving Party shall distribute or apply, as applicable, all or a portion of the corresponding payment as follows: (i) First, to the Assignor in reimbursement for the Assignor’s Costs and Expenses; and (ii) Second, to the Non-Receiving Party and the Receiving Party their respective pro rata shares of such payment, based upon their respective shares of the aggregate balance of the Financing Arrangements. (d) The Receiving Party shall apply the portion of any payments retained in accordance with this Paragraph 3 to the outstanding balance of the obligations owed by the Obligor to the Receiving Party in connection with the Financing Arrangements. (e) In the event that a court of competent jurisdiction shall adjudge that any amount received and distributed by a Receiving Party is to be repaid or disgorged, then the Delaware Trustee Non-Receiving Party shall not repay to the Receiving Party the amount thereof previously received by the Non-Receiving Party and so adjudged to be required to turn over any such Payment as compensation repaid or reimbursement of expensesdisgorged.

Distribution of Payments. (a) Until Prior to the Trust shall have received written notice from earlier of the Trustee that Expiration Date or the Indenture shall have been discharged pursuant to its termsPurchase Termination Date for an APA Purchaser, all revenues and receipts whenever any amount of any kind whatsoever generated by, remitted Collections is paid in respect of the Purchased Interest and such APA Purchaser has purchased a Percentage Interest or relating has purchased an undivided ownership interest in Receivables pursuant to a Purchase Assignment and such Percentage Interest or Purchase Assignment, as applicable, has not been repurchased by DFC pursuant to Section 10 hereof (collectively, a "Purchaser Interest"), the Servicer will, on behalf of such APA Purchaser, reinvest such Collections, pursuant to Section 2.05 of the Receivables Purchase Agreement, in additional undivided interests in Receivables. The Percentage of an APA Purchaser in additional Receivables included in such APA Purchaser's Purchaser Interest shall at all times be equal to the Trust Estate and Percentage in each other payments and receipts of any kind with respect Receivable included or to the Trust Estate or otherwise be included in such APA Purchaser's Purchaser Interest. Notwithstanding the Trust Estate shallforegoing, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee APA Purchaser shall not be required obligated to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of make a purchase under this Section or 4(a) at any time in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf an amount which would exceed such APA Purchaser's Maximum Purchase. Prior to the earlier of the Delaware Trustee from Expiration Date or the Trust Estate sources pursuant to the Indenture and (ii) all other revenuesPurchase Termination Date for an APA Purchaser, receipts and other payments whenever any amount of any kind whatsoever generated by, remitted or received Discount is paid in respect of such APA Purchaser's Purchaser Interest, the Agent will promptly pay, or relating cause to the Trust Estate or otherwise included be paid, out of funds received by it, to such APA Purchaser, by wire transfer in available funds in United States dollars, its Percentage of such amount (adjusted for differences in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as Tranche Rates to which such Person APA Purchaser and DFC are entitled and further adjusted to reflect the fact that such APA Purchaser is only entitled to be the applicable Tranche Rate on its Purchase Price) accrued from and after the last date on which Discount was paid or reimbursed hereunder shall be retained in respect of such Purchaser Interest prior to the acquisition of such Purchaser Interest by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expensesAPA Purchaser.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts Whenever any amount of any kind whatsoever generated by, remitted principal or interest is paid in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included such APA Purchaser's Percentage Interest in the Trust Estate shall, if received directly Purchased Note and such APA Purchaser's Percentage Interest has not been repurchased by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee DFC pursuant to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments bySection 10 hereof, the Trustee Administrative Agent will promptly pay, or any other person shall ever cause to be deemed to constitute the Trustee or any such person paid, out of funds received by it as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations a Noteholder under the Indenture; , to such APA Purchaser, in United States dollars, its Percentage of such amount (adjusted for differences in the Purchaser Funding Rates to which such APA Purchaser and providedDFC are entitled and further adjusted to reflect the fact that, furtherexcept as set forth below, that such APA Purchaser is only entitled to the Delaware Trustee shall not be required applicable Purchaser Funding Rate on its Purchase Price) accrued from and after the last date on which interest was paid in respect of such Percentage Interest prior to turn over any the acquisition of such amounts received from Percentage Interest by the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereofAPA Purchaser. (b) Except as otherwise provided in If, after the Agent has paid an APA Purchaser its Percentage of any amount received by an APA Purchaser pursuant to paragraph (a) of this Sectionabove, such amount must be returned for any reason (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant including bankruptcy), such APA Purchaser will repay to the Indenture and (ii) all other revenuesAgent promptly the amount the Agent paid to such APA Purchaser, receipts and other payments of any kind whatsoever generated bywhereupon such APA Purchaser's Purchased Interest, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trusteetogether with accrued interest thereon, shall be distributed forthwith upon receipt deemed increased or reinstated, as applicable, as if such amount had not been received by the Delaware Trustee such APA Purchaser. After an APA Purchaser has been paid (excluding any repayment referred to in the following order immediately preceding sentence) its Percentage of priority: FIRST, so much the Outstanding Amount of such Payments as shall be required to pay or reimburse the Trust Company and Purchased Note plus accrued interest thereon (based on the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as Purchaser Funding Rate to which such Person APA Purchaser is entitled and further adjusted to be paid or reimbursed hereunder shall be retained by reflect the Delaware Trustee; SECONDfact that, so much of except as set forth below, the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed APA Purchaser is only entitled to the Administrator pursuant to applicable Purchaser Funding Rate on its Purchase Price), such APA Purchaser acknowledges that any remaining amounts of principal or interest paid in connection with the Indenture or otherwise as Purchased Note to which such Person is APA Purchaser would otherwise be entitled to be paid or reimbursed by reason of its Purchased Interest shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, DFC for its own account. (c) Each APA Purchaser's rights as a purchaser of such Payment or amount remaining thereafter Purchased Interests shall be promptly distributed to the Certificateholdersas set forth herein, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee but shall not be required include any right to turn over receive any such Payment fees set forth in the DFC Fee Letter, except as compensation or reimbursement of expensesset forth in Section 16.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Indenture Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee Indenture Trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Indenture Trustee or any other person shall ever be deemed to constitute the Indenture Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST first of subsection (bSection 4.01(b) of this Section hereof or in Article VII hereofVII. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "“Payments"”), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRSTfirst, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECONDsecond, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRDthird, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses.

Distribution of Payments. (a) Until Pursuant to the terms of the Trust shall have received written notice from Documents to which the Trustee that TRS Sub-Trust is a party, after payment by the Indenture shall have been discharged TRS Sub-Trust of all amounts owed to the Noteholders, UBS, the TRS Servicer, the Master Servicer and, pursuant to its termsSection 3.4 hereof, all revenues the REIT Sub-Trust and receipts of MortgageIT Holdings on each Payment Date, any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included remaining funds in the Trust Estate shall, if received directly Blocked Account and in the Collection Account will be remitted by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee TRS Servicer in the following order of priority: FIRST(i) to reimburse or indemnify the Owner Trustee for expenses and other liabilities incurred by and reimbursable to the Owner Trustee, so much pursuant to Article VII hereunder, except as otherwise provided in such article and (ii) to make payments on the TRS Certificates in the amount of any remaining funds. Upon request, the Certificate Registrar shall provide the TRS Servicer with the identity of each Certificateholder with respect to the related TRS Sub-Trust (with accompanying wiring instructions) three (3) Business Days prior to each such Payments as shall be required Payment Date. Pursuant to pay or reimburse the terms of the Trust Company Documents to which the REIT Sub-Trust is a party, after payment by the REIT Sub-Trust of all amounts owed to UBS, the REIT Servicer, the Master Servicer and, pursuant to Section 3.4 hereof, the TRS Sub-Trust and MortgageIT on each Payment Date, any remaining funds in the Delaware Collection Account will be remitted by the REIT Servicer in the following order of priority: (i) to reimburse or indemnify the Owner Trustee for any fees, expenses, indemnities or expenses and other amounts not otherwise paid or reimbursed liabilities incurred by and reimbursable to the Trust Company or the Delaware Trustee Owner Trustee, pursuant to Article VII hereunder, except as otherwise provided in such article and (ii) to make payments on the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder REIT Certificates in the amount of any remaining funds. Upon request, the Certificate Registrar shall be retained by provide the Delaware Trustee; SECOND, so much REIT Servicer with the identity of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed each Certificateholder with respect to the Administrator pursuant related REIT Sub-Trust (with accompanying wiring instructions) three (3) Business Days prior to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of each such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expensesDate.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Indenture Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee Indenture Trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Indenture Trustee or any other person shall ever be deemed to constitute the Indenture Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Indenture Trustee, or received on account of any amounts referred to in clause FIRST first of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "“Payments"”), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRSTfirst, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECONDsecond, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRDthird, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses. (c) In the event that any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Delaware Trustee is hereby authorized and directed to retain from amounts otherwise distributable to such Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the Delaware Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by applicable law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Certificateholder shall be treated as cash distributed to such Certificateholder at the time it is withheld by the Trust to be remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. Certificateholder), the Delaware Trustee in its sole discretion may (but unless otherwise required by law shall not be obligated to) withhold such amounts in accordance with this paragraph (c) and may require reasonable evidence from the Certificateholder that a withholding tax is not payable with respect to a distribution. In the event that a Certificateholder wishes to apply for a refund of any such withholding tax, the Delaware Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Delaware Trustee for any out of pocket expenses incurred.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of Whenever any kind whatsoever generated by, remitted payment in respect of principal or relating interest on the Loans is remitted to the Trust Estate and other payments and receipts of Company at a time when a Purchaser has any kind Unrecovered Liquidity Purchase Price with respect to any Percentage Interest hereunder or any interest on such Unrecovered Liquidity Purchase Price is accrued and unpaid, the Trust Estate Administrator shall promptly pay, or otherwise included in the Trust Estate shallcause to be paid, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with Liquidity Agent an amount equal to the provisions sum of the Indenturelesser of (A) the product of (x) the amount of such payment in respect of principal on the Loans, times (y) the Liquidity Funded Percentage, expressed as a decimal, and (B) the aggregate Unrecovered Liquidity Purchase Price of such Percentage Interests hereunder, plus the lesser of (A) the product of (x) the amount of such payment in respect of interest on the Loans, times (y) the Liquidity Funded Percentage, and (B) the amount of accrued interest on the portions of the Loans funded by purchases of Percentage Interests hereunder, and the Liquidity Agent shall promptly pay, or cause to be paid, out of such funds received by it, to each Purchaser, its Purchaser Percentage of such amount; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, furtherhowever, that solely for purposes of determining the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to accrued interest described in clause FIRST of subsection (b1)(ii)(B) of this Section or in Article VII hereof. (b) Except as otherwise above, such interest shall be calculated at the rate provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware TrusteeLoan Agreement less 0.025%; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that each Purchaser shall be entitled to interest only which accrued from and after the Delaware Trustee date it purchased such Percentage Interest or which was included in the Liquidity Purchase Price of such Percentage Interest. If, after the Liquidity Agent has paid a Purchaser its Purchaser Percentage of any such amount pursuant to subsection (a) above, all or any portion of such amount must be returned for any reason (including any Insolvency Proceeding), such Purchaser will repay to the Liquidity Agent promptly the amount the Liquidity Agent paid to such Purchaser and required to be returned, together with such Purchaser's Purchaser Percentage of any related interest and penalties required to be paid by the Liquidity Agent in connection with such repayment. After the Unrecovered Liquidity Purchase Price of any Percentage Interest and accrued interest thereon has been paid to the applicable Purchaser (excluding any repayment referred to in subsection (b) above), such Purchaser acknowledges and agrees that any remaining amounts of principal or interest paid on the Loans to which such Purchaser would otherwise be entitled by reason of its Percentage Interest shall be paid to or retained by the Company for its own account. Each Purchaser shall also be entitled to the following payments made by the Borrower under the Loan Agreement, to the extent related to such Purchaser's Percentage Interests: increased capital costs, increased costs, reserves or taxes relating to the Alternative Rate, indemnities, and costs and expenses of enforcement. However, the Purchasers shall not be entitled to any of the fees set forth or referred to in of the Loan Agreement except as agreed in any separate fee letters among the Liquidity Agent, the Administrator and each Purchaser. If any Purchaser shall obtain any payment or distribution (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Percentage Interests held by it (other than any payment of a type described in subsection (d) above and any distribution in accordance with Section 11(b) in respect of Percentage Interests purchased by a non-renewing Purchaser pursuant to such Section 11(b)) in excess of its ratable share of payments or distributions on account of the Percentage Interests held by all the Purchasers, then such Purchaser shall forthwith (i) notify the Liquidity Agent (who shall promptly thereafter notify each of the other Purchasers) of such receipt, and (ii) purchase from the other Purchasers such participations in Percentage Interests held by them as shall be necessary to cause such purchasing Purchaser to share the excess payment or distribution ratably with each of them; provided, however, that, if all or any portion of such excess payment or distribution is thereafter recovered from such purchasing Purchaser, such purchase from each Purchaser shall be rescinded and such Purchaser shall repay to the purchasing Purchaser the Liquidity Purchase Price to the extent of such recovery together with an amount equal to such Purchaser's ratable share (according to the proportion of (i) the amount of such Purchaser's required repayment to turn over (ii) the total amount so recovered from the purchasing Purchaser) of any interest or other amount paid or payable by the purchasing Purchaser in respect of the total amount so recovered. The Company agrees that any Purchaser so purchasing a participation from another Purchaser pursuant to this Section 4(e) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such Payment participation as compensation or reimbursement fully as if such Purchaser were the direct owner of expensesthe Percentage Interest in the amount of such participation.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its termsSection 13.01 thereof, all revenues Basic Rent, Supplemental Rent, insurance proceeds and receipts requisition or other payments of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall(other than AMENDED & RESTATED TRUST AGREEMENT (AA EETC 2001-1) Excepted Property) payable to Owner Trustee shall be payable directly to Loan Trustee (and, if any of the same are received directly by the Delaware Owner Trustee, forthwith after receipt, shall upon receipt be paid over by the Delaware to loan Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind) for distribution in accordance with the provisions of Article III of the Indenture; provided, that neither the making of such Payments toany payments received by Owner Trustee from (a) Lessee with respect to Owner Trustee's fees and disbursements or (b) Owner Participant pursuant to Article 7, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be paid over to Loan Trustee, but shall be retained by Owner Trustee and applied toward the purpose for which such payments were made. (b) Subject to the terms and requirements of the Indenture (prior to the discharge thereof), all payments and amounts received by the Owner Trustee, if any, shall be distributed forthwith upon receipt in the following order of priority: first, so much of such payment or amount as shall be required to turn over reimburse the Owner Trustee for any fees or expenses not reimbursed by the Owner Participant as to which the Owner Trustee is entitled to be reimbursed hereunder shall be retained by the Owner Trustee; and, second, the balance, if any, of such Payment as compensation payment or reimbursement of expensesamount remaining thereafter shall be distributed to the Owner Participant.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST first of subsection (bSection 4.01(b) of this Section hereof or in Article VII hereofVII. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRSTfirst, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECONDsecond, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRDthird, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses.

Distribution of Payments. (a) Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture and (ii) all other revenues, receipts and other payments of any kind whatsoever generated by, remitted or received in respect of or relating to the Trust Estate or otherwise included in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "“Payments"”), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expenses.

Distribution of Payments. (a) Payments to the Indenture Trustee. Until the Trust shall have received written notice from the Trustee that the Indenture shall have been discharged terminated pursuant to its termsSection 14.01 thereof or until the Aircraft shall have been released from the Lien created under the Trust Indenture pursuant to the terms thereof, all revenues Basic Rent, Supplemental Rent, insurance proceeds and receipts requisition, indemnity or other payments of any kind whatsoever generated by, remitted in respect of or relating to the Trust Estate and other payments and receipts of any kind with respect to the Trust Estate or otherwise included in the Trust Estate shall, if received directly by the Delaware Trustee, forthwith after receipt, be paid over by the Delaware Trustee to the indenture trustee without deduction, set-off or adjustment of any kind for distribution in accordance with the provisions of the Indenture; provided, that neither the making of such payments to, nor the receipt of such payments by, the Trustee or any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, (it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall Excepted Property is not be required to turn over any such amounts received from the Trustee, or received on account of any amounts referred to in clause FIRST of subsection (b) of this Section or in Article VII hereof. (b) Except as otherwise provided in paragraph (a) of this Section, (i) all payments and amounts actually received by or on behalf part of the Delaware Trustee from the Trust Estate sources pursuant Estate) shall be payable directly to the Indenture Trustee (and (ii) all other revenues, receipts and other payments if any of any kind whatsoever generated by, remitted or the same are received in respect of or relating to by the Trust Estate or otherwise included in the Trust Estate and not pledged or required to Owner Trustee shall upon receipt be pledged pursuant paid over to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind) for distribution in accordance with the provisions of Article V of the Trust Indenture. (b) Payments to the Owner Trustee; providedOther Parties. Any payment of the type required to be paid to the Indenture Trustee referred to in paragraph (a) of this Section 4.01 received by the Owner Trustee pursuant to the provisions of Article V of the Trust Indenture and any other amounts received as part of the Trust Estate and for the application or distribution of which no provision is made herein, that neither shall be distributed forthwith upon receipt by the making Owner Trustee in the following order of priority: first, so much of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person payment as shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over pay or reimburse the Owner Trustee for any such Payment fees or expenses not otherwise paid or reimbursed as compensation to which the Owner Trustee is entitled to be so paid or reimbursement reimbursed pursuant to the provisions hereof or of expensesthe Trust Indenture shall be retained by the Owner Trustee; and second, the balance, if any, shall be paid to the Owner Participant.

Distribution of Payments. (a) Until The Issuer shall repay the Trust shall have principal amount of each Loan from distributions of amounts received written notice from the Trustee that the Indenture shall have been discharged pursuant to its terms, all revenues and receipts of any kind whatsoever generated by, remitted in respect of the Capital in accordance with Section 4(c). The Issuer shall also pay interest on the principal amount of each Liquidity Loan from time to time outstanding, at the Alternate Rate on the principal amount of such Liquidity Loan. The Issuer shall repay all the Liquidity Loans and accrued interest thereon on July 31, 1998 or relating such later date on which the Purchase Limit is reduced to zero; provided, however, that recourse for repayment of such amounts shall be limited to the Trust Estate Collateral Interest. (b) The Issuer may on any Business Day prepay the outstanding principal amount of any or all of the Loans in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid and all other payments and receipts payable in respect thereof pursuant to this Agreement. (c) Whenever any payment in respect of Capital or Discount is remitted to the Issuer in connection with the Purchased Interest (including payments made by the Seller on account of deemed collections, which will include any kind indemnity payments made by the Seller to the Liquidity Agent the Issuer or MSFC pursuant to Article VIII of the Receivables Sale Agreement with respect to any amounts set-off by the Trust Estate Commonwealth against the Settlement Receivable Assets) at any time when any portion of the principal amount of or otherwise accrued interest on any Liquidity Loans hereunder remains unpaid, (1) the Administrator shall promptly pay, or cause to be paid, to the Liquidity Agent an amount equal to the sum of (i) the lesser of (x) the amount of such payment in respect of Capital times the Liquidity Funded Percentage, expressed as a decimal, and (y) the aggregate unpaid principal amount of Liquidity Loans hereunder, plus (ii) the lesser of (x) the portion of such payment representing the Discount on the Capital funded by Liquidity Loans and (y) the amount of accrued interest on the Liquidity Loans, and (2) the Liquidity Agent shall promptly pay, or cause to be paid, out of such funds received by it, to each Liquidity Lender its Percentage of such amount; provided, however, that each Liquidity Lender shall be entitled to interest only from payments in respect of Discount which accrued from and after the date it made a Liquidity Loan relating to such Purchased Interest or if any Discount was included in the Trust Estate shallamount of such Liquidity Loan. (d) If, if received directly after the Liquidity Agent has paid a Liquidity Lender its Percentage of any such amount pursuant to subsection (a) above, all or any portion of such amount must be returned for any reason (including any Insolvency Proceeding), such Liquidity Lender will repay to the Liquidity Agent promptly the amount the Liquidity Agent paid to such Liquidity Lender and required to be returned, together with such Liquidity Lender's Percentage of any related interest and penalties required to be paid by the Delaware TrusteeLiquidity Agent in connection with such repayment. (e) After the outstanding principal amount of all Liquidity Loans and accrued interest thereon and all other amounts owing hereunder to the Liquidity Lender has been paid to the Liquidity Lenders (excluding any repayment referred to in subsection (d) above), forthwith after receipt, each Liquidity Lender acknowledges and agrees that any remaining amounts paid in respect of Capital or Discount shall be paid over to or retained by the Delaware Trustee Issuer for its own account. (i) If the Liquidity Agent or any Liquidity Lender shall have determined that the adoption or the implementation of, or any change in, any applicable law, rule, treaty, regulation, policy, guideline, request or directive, or any change in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) occurring after the date hereof, or the compliance by the Liquidity Agent or any Liquidity Lender (or any lending office of the Liquidity Agent or any Liquidity Lender) with any request or directive of any such Governmental Authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful), or the implementation of any change in any accounting principles applicable to the indenture trustee without deductionLiquidity Agent or any Liquidity Lender required by any governmental authority, set-off shall (i) change the basis of taxation of payment to the Liquidity Agent or adjustment any Liquidity Lender of any kind amounts payable to the Liquidity Agent or any Liquidity Lender hereunder, (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of or held by, deposits with or for distribution the account of, credit extended by, or commitments made by, the Liquidity Agent or any Liquidity Lender in connection with payments by the Liquidity Agent or any Liquidity Lender hereunder, or (iii) impose on the Liquidity Agent or any Liquidity Lender any other condition regarding this Agreement, and the result of any event referred to in clause (i), (ii) or (iii) above shall be to increase the cost to the Liquidity Agent or any Liquidity Lender of making any payment or maintaining its commitments hereunder, or to reduce the amount of any sum received or receivable by the Liquidity Agent or any Liquidity Lender hereunder (whether of principal, interest or otherwise) in respect thereof, by an amount deemed by the Liquidity Agent to be material (which increase in cost or reduction in amount shall be determined by the Liquidity Agent's reasonable allocation of the aggregate of such increased costs or reductions in amount resulting from such events), then and in any such case, (x) the Liquidity Agent shall promptly notify the Seller in writing of the happening of such event; (y) the Liquidity Agent shall promptly deliver to the Seller a certificate stating the event which has occurred or the reserve requirements or other conditions which have been imposed on the Liquidity Agent or any Liquidity Lender, together with the date thereof, the amount of such increased costs or reductions, and the way in which such amount has been calculated; and (z) the Seller shall pay to the Liquidity Agent and each Liquidity Lender, within 15 days after delivery of the certificate referred to in clause (y) above, such amount or amounts as will compensate the Liquidity Agent and each Liquidity Lender for such increased costs or reductions in amount. (ii) If the Liquidity Agent shall have determined (through its own means or through notice received by it from a Liquidity Lender) that the adoption of any capital guideline, or any change in any applicable capital guideline, or any change in the interpretation or administration of any capital guideline by any governmental authority charged with the interpretation or administration thereof (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) occurring after the date hereof, or the compliance by the Liquidity Agent or any Liquidity Lender (or any lending office of the Liquidity Agent or any Liquidity Lender) with any request or directive (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) of any such Governmental Authority, or with any capital guideline, or the implementation of any change in any accounting principles applicable to the Liquidity Agent or any Liquidity Lender required by generally accepted accounting principles, or by any governmental authority, either (i) increases the amount of capital required to be maintained by the Liquidity Agent or any Liquidity Lender as a direct or indirect consequence of its commitments hereunder, or (ii) reduces the rate of return on the Liquidity Agent's or any Liquidity Lender's capital as a direct or indirect consequence of its commitments hereunder at a level below that which the Liquidity Agent or such Liquidity Lender could have achieved but for such capital guideline, implementation, change or compliance (taking into consideration the Liquidity Agent's and each such Liquidity Lender's policies with respect to capital adequacy), by an amount deemed by the Liquidity Agent or such Liquidity Lender to be material, then and in any such case, (x) the Liquidity Agent shall promptly notify the Seller in writing of the happening of such event; (y) the Liquidity Agent shall promptly deliver to the Seller a certificate stating the event which has occurred, together with the date thereof, the amount of such increased capital or reduction in the rate of return on the Liquidity Agent's and each such Liquidity Lender's capital, and the way in which such amount has been calculated: and (z) the Seller shall pay to the Liquidity Agent, within 15 days after delivery of the certificate referred to in clause (y) above, such amount or amounts as will compensate the Liquidity Agent and each such Liquidity Lender for the cost of maintaining such increased capital or reduction in the rate of return on the Liquidity Agent's and each such Liquidity Lender's capital. (iii) All payments under this paragraph (f) shall bear interest thereon at the Base Rate for each day after such payments fall due in accordance with the provisions hereof until payment in full. A certificate delivered by the Liquidity Agent as to the additional amounts payable pursuant to this paragraph (f) shall, in the absence of manifest error, be conclusive evidence of the Indenture; providedamount thereof. The Liquidity Agent and each Liquidity Lender shall also, that neither to the making extent related to the portion of the Collateral Interest securing such payments toLiquidity Lender's Liquidity Loans, nor be entitled to the receipt costs and expenses of such payments bythe enforcement of the Seller's obligations hereunder. (g) If any Liquidity Lender shall obtain any payment (whether voluntary, involuntary, through the Trustee or exercise of any other person shall ever be deemed to constitute the Trustee or any such person as an income beneficiary hereunder, it being understood that all such payments will be made pursuant to contractual obligations under the Indenture; and provided, further, that the Delaware Trustee shall not be required to turn over any such amounts received from the Trusteeright of set-off, or received otherwise) on account of the Liquidity Loans made by it (other than any amounts referred to payment of a type described in clause FIRST of subsection (bf) above and any repayment in accordance with Section 10(b) of this Liquidity Loans made by a non-renewing Liquidity Lender pursuant to such Section or 10(b)) in Article VII hereof. (b) Except as otherwise provided in paragraph (a) excess of this Sectionits ratable share of payments on account of the Liquidity Loans obtained by all the Liquidity Lenders, such Liquidity Lender shall forthwith (i) all payments and amounts actually received by or on behalf notify the Liquidity Agent (who shall promptly thereafter notify each of the Delaware Trustee from the Trust Estate sources pursuant to the Indenture other Liquidity Lenders) of such receipt and (ii) purchase from the other Liquidity Lenders, such participation in Liquidity Loans made by them as shall be necessary to cause such purchasing Liquidity Lender to share the excess payment ratably with each of them; provided, however, that, if all other revenuesor any portion of such excess payment is thereafter recovered from such purchasing Liquidity Lender, receipts such purchase from each Liquidity Lender shall be rescinded and other payments such Liquidity Lender shall repay to the purchasing Liquidity Lender the purchase price to the extent of such recovery together with an amount equal to such Liquidity Lender's ratable share (according to the proportion of (i) the amount of such Liquidity Lender's required repayment to (ii) the total amount so recovered from the purchasing Liquidity Lender) of any kind whatsoever generated by, remitted interest or received other amount paid or payable by the purchasing Liquidity Lender in respect of or relating the total amount so recovered. The Issuer agrees that any Liquidity Lender so purchasing a participation from another Liquidity Lender pursuant to this Section 4(g) may, to the Trust Estate or otherwise included fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Liquidity Lender were the direct creditor of the Issuer in the Trust Estate and not pledged or required to be pledged pursuant to the Indenture or released from the lien of the Indenture (all to the extent not previously distributed) (collectively, the "Payments"), each to the extent received by or on behalf of the Delaware Trustee, shall be distributed forthwith upon receipt by the Delaware Trustee in the following order of priority: FIRST, so much amount of such Payments as shall be required to pay or reimburse the Trust Company and the Delaware Trustee for any fees, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Trust Company or the Delaware Trustee pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed hereunder shall be retained by the Delaware Trustee; SECOND, so much of the remainder of such Payments as shall be required to pay or reimburse the Administrator in performing its responsibilities hereunder and under the Administration Agreement for any Administration Fee, expenses, indemnities or other amounts not otherwise paid or reimbursed to the Administrator pursuant to the Indenture or otherwise as to which such Person is entitled to be paid or reimbursed shall be paid or reimbursed to the Administrator; and THIRD, the balance, if any, of such Payment or amount remaining thereafter shall be promptly distributed to the Certificateholders, pro rata based on their respective Percentage Interests, without deduction, set-off or adjustment of any kind; provided, that neither the making of such Payments to, nor the receipt of such Payments by, a Certificateholder or any other Person shall ever be deemed to constitute a Certificateholder or any such Person as an income beneficiary hereunder, and provided further, that the Delaware Trustee shall not be required to turn over any such Payment as compensation or reimbursement of expensesparticipation.