Common use of Issuance and Terms of Secured Certificates Clause in Contracts

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereof, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Agreements as set forth in Schedule II hereto in connection therewith. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2, 1998, and on each July 2 and January 2 thereafter until maturity. The Principal Amount of each Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Secured Certificates. Notwithstanding the foregoing, the final payment made under each Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner Trustee's pro rata share of all amounts owed to the Liquidity Provider by the Subordination Agent under each Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings and Applied Downgrade Advances (as defined in the Liquidity Facilities) under any Liquidity Facility except to the extent included in Net Interest and Related Charges, and (c) any and all amounts received by the Owner Trustee which are payable by Lessee under clause (c) or (d) of the definition of Supplemental Rent. As used in this Section, "Owner Trustee's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereofClosing Date, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Agreements as set forth in Schedule II hereto in connection therewithhereto. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-30- day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[April/October 1, 1998_____], and on each July 2 [October 1] and January 2 [April 1] thereafter until maturity. The Principal Amount of each Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Secured Certificates. Notwithstanding the foregoing, the final payment made under each Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner TrusteeOwner's pro rata share of all amounts owed to the Liquidity Provider by the Subordination Agent under each Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Liquidity Facilities) under any Liquidity Facility except to the extent included in Net Interest and Related Charges, and (ciii) any and all amounts received by fees payable to the Owner Trustee which are Liquidity Provider payable by Lessee (whether or not in fact paid) under clause (c) or (dSection 7(a) of the definition Note Purchase Agreement (as originally in effect or amended) and (b) the Owner's pro rata share of Supplemental Rentall compensation and reimbursement of fees, expenses and disbursements (including payment of indemnities) owed to the Policy Provider under the Policy Provider Agreement other than fees payable to the Policy Provider payable (whether or not in fact paid) under Section 7(a) of the Note Purchase Agreement (as originally in effect or amended). As used in this Section, "Owner TrusteeOwner's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereofDelivery Date, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Agreements as set forth in Schedule II hereto in connection therewithhereto. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-30- day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[April/October 1, 1998____], and on each July 2 [October 1] and January 2 [April 1] thereafter until maturity. The Principal Amount of each Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Secured Certificates. Notwithstanding the foregoing, the final payment made under each Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner Trustee's pro rata share of all amounts owed to the Liquidity Provider by the Subordination Agent under each Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Liquidity Facilities) under any Liquidity Facility except to the extent included in Net Interest and Related Charges, and (iii) fees payable to the Liquidity Provider payable (whether or not in fact paid) under Section 7(a) of the Note Purchase Agreement (as originally in effect or amended, with the consent of the Owner Participant), (c) Owner Trustee's pro rata share of all compensation and reimbursement of fees, expenses and disbursements (including payment of indemnities) owed to the Policy Provider under the Policy Provider Agreement other than fees payable to the Policy Provider payable (whether or not in fact paid) under Section 7(a) of the Note Purchase Agreement (as originally in effect or amended, with the consent of the Owner Participant), and (d) any and all amounts received by the Owner Trustee which are payable by Lessee under clause (c) or (d) of the definition of Supplemental Rent. As used in this Section, "Owner Trustee's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G-2 and Series C C-2 and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereofClosing Date, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Trust Agreements as set forth in on Schedule II hereto in connection therewithhereto. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[February/May/August/November 20, 1998______], and on each July 2 [February 20], [May 20], [August 20] and January 2 [November 20] thereafter until maturity. The Principal Amount of each Series G-2 and Series C-2 Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto applicable to such Series which shall be attached as Schedule I to the Series G-2 and Series C-2 Secured Certificates. Notwithstanding the foregoing, the final payment made under each Series G-2 and Series C-2 Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable lawLaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner TrusteeOwner's pro rata share of all amounts owed to the Primary Liquidity Provider by the Subordination Agent under each Primary Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Primary Liquidity Facilities) under any Primary Liquidity Facility except to the extent included in Net Interest and Related Charges, and (ciii) any and all amounts received by fees payable to the Owner Trustee which are Primary Liquidity Provider payable by Lessee (whether or not in fact paid) under clause (c) or (dSection 7(a) of the definition Note Purchase Agreement (as originally in effect or amended) and (b) the Owner's pro rata share of Supplemental Rentall compensation and reimbursement of fees, expenses and disbursements (including payment of indemnities) owed to the Policy Provider under the Policy Provider Agreement. As used in this Section, "Owner TrusteeOwner's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, Series B G-2 and Series C C-2 and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereofDelivery Date, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Agreements as set forth in Schedule II hereto in connection therewithhereto. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[February/May/August/November 20, 1998____], and on each July 2 [February 20], [May 20], [August 20], and January 2 [November 20] thereafter until maturity. The Principal Amount of each Series G-2 and Series C-2 Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto applicable to such Series which shall be attached as Schedule I to the Series G-2 and Series C-2 Secured Certificates. Notwithstanding the foregoing, the final payment made under each Series G-2 and Series C-2 Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable lawLaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Primary Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner Trustee's pro rata share of all amounts owed to the Primary Liquidity Provider by the Subordination Agent under each Primary Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Primary Liquidity Facilities) under any Primary Liquidity Facility except to the extent included in Net Interest and Related Charges, and (iii) fees payable to the Primary Liquidity Provider payable (whether or not in fact paid) under Section 7(a) of the Note Purchase Agreement (as originally in effect or amended, with the consent of the Owner Participant), (c) the Owner Trustee's pro rata share of all compensation and reimbursement of fees, expenses and disbursements (including payment of indemnities) owed to the Policy Provider under the Policy Provider Agreement, and (d) any and all amounts received by the Owner Trustee which are payable by Lessee under clause (c) or (d) of the definition of Supplemental Rent. As used in this Section, "Owner Trustee's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series AG, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereofDelivery Date, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Agreements as set forth in Schedule II hereto in connection therewithhereto. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[April/October 1, 1998____], and on each July 2 [October 1] and January 2 [April 1] thereafter until maturity. The Principal Amount of each Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Secured Certificates. Notwithstanding the foregoing, the final payment made under each Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner Trustee's pro rata share of all amounts owed to the Liquidity Provider by the Subordination Agent under each Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Liquidity Facilities) under any Liquidity Facility except to the extent included in Net Interest and Related Charges, and (iii) fees payable to the Liquidity Provider payable (whether or not in fact paid) under Section 7(a) of the Note Purchase Agreement (as originally in effect or amended, with the consent of the Owner Participant), (c) Owner Trustee's pro rata share of all compensation and reimbursement of fees, expenses and disbursements (including payment of indemnities) owed to the Policy Provider under the Policy Provider Agreement other than fees payable to the Policy Provider payable (whether or not in fact paid) under Section 7(a) of the Note Purchase Agreement (as originally in effect or amended, with the consent of the Owner Participant), and (d) any and all amounts received by the Owner Trustee which are payable by Lessee under clause (c) or (d) of the definition of Supplemental Rent. As used in this Section, "Owner Trustee's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three [three] separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereof, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Agreements as set forth in Schedule II hereto in connection therewith. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[February/August 1, 1998____], and on each July 2 [August 1] and January 2 [February 1] thereafter until maturity. The Principal Amount of each Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Secured Certificates. Notwithstanding the foregoing, the final payment made under each Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner Trustee's pro rata share of all amounts owed to the Liquidity Provider by the Subordination Agent under each Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Liquidity Facilities) under any Liquidity Facility except to the extent included in Net Interest and Related Charges, and (iii) fees payable to the Liquidity Provider payable (whether or not in fact paid) under Section 7(a) of the Note Purchase Agreement (as originally in effect or amended, with the consent of the Owner Participant), and (c) any and all amounts received by the Owner Trustee which are payable by Lessee under clause (c) or (d) of the definition of Supplemental Rent. As used in this Section, "Owner Trustee's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in up to three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I heretohereto (or, in the case of Series C if issued after the Closing Date, dated such date and with such maturity, principal amount and interest rate as specified in an amendment to this Trust Indenture). On the date hereofClosing Date, each Series A Secured Certificate and Series B Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Trust Agreements as set forth in on Schedule II hereto in connection therewithhereto. The Owner shall have the option to issue the Series C Secured Certificate at or after the Closing Date. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest for each Interest Period at the Debt Rate specified for such Interest Period for the applicable Series (calculated on the basis of a year of 360 days comprised of twelve 30-day monthsand actual days elapsed during the period for which such amount accrues) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2, 1998[ ], and on each July 2 [February 6], [May 6], [August 6] and January 2 [November 6] thereafter until maturity. Interest shall be payable with respect to the first but not the last day of each Interest Period. The Principal Amount of each Series A, Series B and Series C Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto applicable to such Series which shall be attached as Schedule I to the Series A, Series B and Series C Secured Certificates (or, in the case of the Series C Secured Certificates if issued after the Closing Date, as set forth in an amendment to the Trust Indenture, which payment schedule shall be attached as Schedule I to the Series C Secured Certificates). Notwithstanding the foregoing, the final payment made under each Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day monthsand actual days elapsed during the period for which such amount accrues) on any part of the Principal Amount, Make-Whole Amount, if any, Amount and to the extent permitted by applicable lawLaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no extension of time shall be included in the computation of interest shall accrue on the amount of such payment during such extensionpayable. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner TrusteeOwner's pro rata share of all amounts owed to the Primary Liquidity Provider by the Subordination Agent under each Primary Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Primary Liquidity Facilities) under any Primary Liquidity Facility except to the extent included in Net Interest and Related Charges, and (ciii) any and all amounts received by fees payable to the Owner Trustee which are Primary Liquidity Provider payable by Lessee (whether or not in fact paid) under clause (c) or (dSection 7(a) of the definition of Supplemental RentNote Purchase Agreement (as originally in effect or amended. As used in this Section, "Owner TrusteeOwner's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereofClosing Date, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Agreements as set forth in Schedule II hereto in connection therewithhereto. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[March/September 1, 1998____], and on each July 2 [September 1] and January 2 [March 1] thereafter until maturity. The Principal Amount of each Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Secured Certificates. Notwithstanding the foregoing, the final payment made under each Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner TrusteeOwner's pro rata share of all amounts owed to the Liquidity Provider by the Subordination Agent under each Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Liquidity Facilities) under any Liquidity Facility except to the extent included in Net Interest and Related Charges, and (ciii) any and all amounts received by fees payable to the Owner Trustee which are Liquidity Provider payable by Lessee (whether or not in fact paid) under clause (c) or (dSection 7(a) of the definition of Supplemental RentNote Purchase Agreement (as originally in effect or amended). As used in this Section, "Owner TrusteeOwner's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three two separate series consisting of Series A, A and Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereofClosing Date, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Trust Agreements as set forth in on Schedule II hereto hereto. In addition, the Owner shall have the option to issue Additional Series Secured Certificates at any time and from time to time subject to the terms of Section 5(a)(i) of the Note Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. The Additional Series Secured Certificates may be issued in connection therewithan unlimited number of separate series (if more than one series of Additional Series Secured Certificates are so issued, each such series shall have a different designation as such, for example “Series C”, “Series D”, etc.), shall be dated the date of original issuance thereof and shall have such maturities, principal amounts and interest rates as specified in an amendment to this Trust Indenture. In addition, new Series B Secured Certificates may be issued pursuant to the provisions of Section 2.11(b) hereof. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[May/November 1, 1998], and on each July 2 [November 1] and January 2 [May 1] thereafter until maturity. The Principal Amount of each Series A and Series B Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto (as amended, in the case of any Additional Series Secured Certificates, at the time of original issuance of such Additional Series) applicable to such Series which shall be attached as Schedule I to the Series A and Series B Secured Certificates. Notwithstanding the foregoing, the final payment made under each Series A and Series B Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable lawLaw, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Without duplication of amounts paid by the Owner Trustee under the Participation Agreement, any other Operative Document or any Pass Through Trust Agreement, the Owner agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner Trustee's Owner’s pro rata share of all amounts owed to the Liquidity Provider by the Subordination Agent under each Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, Applied Special Termination Advances and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Liquidity Facilities) under any Liquidity Facility except to the extent included in Net Interest and Related Charges, and (ciii) any and all amounts received by fees payable to the Owner Trustee which are Liquidity Provider payable by Lessee (whether or not in fact paid) under clause (c) or (dSection 7(a) of the definition of Supplemental RentNote Purchase Agreement (as originally in effect or amended). As used in this Section, "Owner Trustee's “Owner’s pro rata share" ” means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereofDelivery Date, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Agreements as set forth in Schedule II hereto in connection therewithhereto. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[March/September 1, 1998____], and on each July 2 [September 1] and January 2 [March 1] thereafter until maturity. The Principal Amount of each Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Secured Certificates. Notwithstanding the foregoing, the final payment made under each Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner Trustee's pro rata share of all amounts owed to the Liquidity Provider by the Subordination Agent under each Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Liquidity Facilities) under any Liquidity Facility except to the extent included in Net Interest and Related Charges, and (iii) fees payable to the Liquidity Provider payable (whether or not in fact paid) under Section 7(a) of the Note Purchase Agreement (as originally in effect or amended, with the consent of the Owner Participant), and (c) any and all amounts received by the Owner Trustee which are payable by Lessee under clause (c) or (d) of the definition of Supplemental Rent. As used in this Section, "Owner Trustee's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three [three] separate series consisting of Series A, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereof, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Agreements as set forth in Schedule II hereto in connection therewith. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[February/August 1, 1998____], and on each July 2 [August 1] and January 2 [February 1] thereafter until maturity. The Principal Amount of each Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Secured Certificates. Notwithstanding the foregoing, the final payment made under each Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner TrusteeOwner's pro rata share of all amounts owed to the Liquidity Provider by the Subordination Agent under each Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Liquidity Facilities) under any Liquidity Facility except to the extent included in Net Interest and Related Charges, and (ciii) any and all amounts received by fees payable to the Owner Trustee which are Liquidity Provider payable by Lessee (whether or not in fact paid) under clause (c) or (dSection 7(a) of the definition of Supplemental RentNote Purchase Agreement (as originally in effect or amended). As used in this Section, "Owner TrusteeOwner's pro rata share" means as of any time:

Issuance and Terms of Secured Certificates. The Secured Certificates shall be dated the date of issuance thereof, shall be issued in three separate series consisting of Series AG, Series B and Series C and in the maturities and principal amounts and shall bear interest as specified in Schedule I hereto. On the date hereofClosing Date, each Secured Certificate shall be issued to the Pass Through Trustees (or their designee) under the Pass Through Agreements as set forth in Schedule II hereto in connection therewithhereto. The Secured Certificates shall be issued in registered form only. The Secured Certificates shall be issued in denominations of $1,000 and integral multiples thereof, except that one Secured Certificate of each Series may be in an amount that is not an integral multiple of $1,000. Each Secured Certificate shall bear interest at the Debt Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on the unpaid Principal Amount thereof from time to time outstanding, payable in arrears on January 2[April/October 1, 1998____], and on each July 2 [October 1] and January 2 [April 1] thereafter until maturity. The Principal Amount of each Secured Certificate shall be payable on the dates and in the installments equal to the corresponding percentage of the Principal Amount as set forth in Schedule I hereto which shall be attached as Schedule I to the Secured Certificates. Notwithstanding the foregoing, the final payment made under each Secured Certificate shall be in an amount sufficient to discharge in full the unpaid Principal Amount and all accrued and unpaid interest on, and any other amounts due under, such Secured Certificate. Each Secured Certificate shall bear interest at the Past Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any part of the Principal Amount, Make-Whole Amount, if any, and to the extent permitted by applicable law, interest and any other amounts payable thereunder not paid when due for any period during which the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). Notwithstanding anything to the contrary contained herein, if any date on which a payment under any Secured Certificate becomes due and payable is not a Business Day then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. The Owner Trustee agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.04 hereof (a) any and all indemnity amounts received by the Owner Trustee which are payable by Lessee to (i) the Indenture Trustee in its individual capacity, (ii) the Certificate Holders, (iii) the Subordination Agent, (iv) the Liquidity Provider, or (v) the Pass Through Trustees, in each case pursuant to Section 7 of the Participation Agreement, (b) the Owner TrusteeOwner's pro rata share of all amounts owed to the Liquidity Provider by the Subordination Agent under each Liquidity Facility other than amounts due as (i) repayments of the principal of advances thereunder, and (ii) interest on Interest Drawings, Final Drawings Drawings, and Applied Downgrade Advances and Applied Non-Extension Advances (as defined in the Liquidity Facilities) under any Liquidity Facility except to the extent included in Net Interest and Related Charges, and (ciii) any and all amounts received by fees payable to the Owner Trustee which are Liquidity Provider payable by Lessee (whether or not in fact paid) under clause (c) or (dSection 7(a) of the definition Note Purchase Agreement (as originally in effect or amended) and (b) the Owner's pro rata share of Supplemental Rentall compensation and reimbursement of fees, expenses and disbursements (including payment of indemnities) owed to the Policy Provider under the Policy Provider Agreement other than fees payable to the Policy Provider payable (whether or not in fact paid) under Section 7(a) of the Note Purchase Agreement (as originally in effect or amended). As used in this Section, "Owner TrusteeOwner's pro rata share" means as of any time: