Common use of Method of Payment Clause in Contracts

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will Each Covered Trust’s Allocable Share of the Settlement Payment shall be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment wired to the Mortgagee Certificate Account or Collection Account for such Covered Trust by Bank of America as directed by the Trustee following determination of the Allocable Share of each Covered Trust pursuant to Subparagraph 3(c); provided, that if the Allocable Share of each Covered Trust has not been determined pursuant to Subparagraph 3(c) at the Corporate Trust Office time at which the Settlement Payment is due pursuant to Subparagraph 3(a), the Settlement Payment shall be wired to a non-interest-bearing escrow account at BNY Mellon (the “Escrow Account”) set up for distribution among the Note Holders sole purpose of holding the Settlement Payment until the relevant Allocable Shares have been determined, at which time each Allocable Share of the Settlement Payment shall be wired from the Escrow Account to the Certificate Account or Collection Account for each applicable Covered Trust. The Parties undertake to use reasonable best efforts to enter into a reasonably satisfactory escrow agreement in the manner provided hereinevent that an Escrow Account is required, which shall include instructions regarding the payment of the Allocable Shares from the Escrow Account to the Covered Trusts by the Trustee. The Owner All of the Trustee’s reasonable costs and expenses associated with performing its obligations under this Subparagraph 3(b) that exceed its ordinary costs and expenses as Trustee shall be borne by Bank of America and/or Countrywide. If, after the Approval Date, all or any portion of the Settlement Payment is voided or rescinded for any reason, including as a preferential or fraudulent transfer (an “Avoided Payment”), that Avoided Payment shall be treated for purposes of this Paragraph 3 as though it were not have any responsibility for made at all (provided that written notice has been given by the distribution Trustee to Bank of America and Countrywide and Bank of America or Countrywide has not cured, made, or restored such payment within sixty (60) days). In the event of an Avoided Payment, the BNY Mellon Parties shall have no liability to any Note Holder. Notwithstanding the foregoing Person whatsoever for any Avoided Payment or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay liability or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04losses relating thereto.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note Secured Certificate or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12:00 noon, New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Certificate Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Certificate Holder. Notwithstanding the foregoing or any provision in any Equipment Note Secured Certificate to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Certificate Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note Secured Certificate or Equipment Notes Secured Certificates to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment NoteSecured Certificate, except that, in the case of the final payment in respect of any Equipment NoteSecured Certificate, such Equipment Note Secured Certificate shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment NoteSecured Certificate, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note Secured Certificate is registered on the Equipment Note Secured Certificate Register as the absolute owner and holder of such Equipment Note Secured Certificate for the purpose of receiving payment of all amounts payable with respect to such Equipment Note Secured Certificate and for all other purposes, and none of the Owner Trustee or the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Certificate Holder, all payments to it shall be made to the account of such Note Certificate Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.11:00 a.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of neither the Owner Trustee or nor the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.PM, New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.PM, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein, and payment of such amount by the Owner to the Indenture Trustee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I 1 thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.042.03.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.PM, New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein, and payment of such amount by the Owner to the Mortgagee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.PM, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I 1 thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if anyso payable, and other amounts due under each Equipment Note punctually paid or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City timeduly provided for, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contraryInterest Payment Date will, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior Indenture, be paid to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note this Security (or one or more Predecessor Securities (as defined in the Indenture)) is registered at the close of business on the Equipment Note Register Regular Record Date for such interest installment, which, except as otherwise provided in the Indenture, shall be the date 15 days prior to each Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), commencing February 15, 2004. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. The principal of the Securities shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. The interest on the Securities shall be payable, if paid in cash, at and in the same manner as the absolute owner and payment of principal described in the preceding sentence (PROVIDED, HOWEVER, that any such payment of interest may be made at the option of the Company by check mailed to the address of the holder entitled thereto or by wire transfer to an account in the United States appropriately designated by the holder entitled thereto prior to the record date for the corresponding interest payment date) or, if at the Company's election the interest is paid in shares of Fleetwood Common Stock, the Company shall register such shares in the name of the Holder entitled thereto. Notwithstanding the foregoing, so long as the holder of such Equipment Note for any Securities is the purpose of receiving Property Trustee, the payment of all amounts payable with respect principal on the Securities held by the Property Trustee will be made by wire transfer at such place and to such Equipment Note and for all other purposesaccount in the United States as may be designated by the Property Trustee, and none any interest (x) paid in cash shall be paid to the Property Trustee at and in the same manner as the payment of principal and (y) paid in shares of Fleetwood Common Stock shall be registered in the name of the Owner Property Trustee or such other name as the Mortgagee Property Trustee shall designate in writing. If interest is paid in the form of shares of Fleetwood Common Stock prior to February 15, 2004, the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall be affected by any notice paid in Fleetwood Common Stock to the contraryPerson in whose name a Security is registered at the close of business on the Regular Record Date for such Interest Payment Date (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. So long as any signatory The Company may elect to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account pay such interest by delivery of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or shares of Fleetwood Common Stock pursuant to Section 1 hereof if and only if the Participation Agreement unless it following conditions shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.been satisfied:

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note Secured Certificate or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12:00 noon, New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Certificate Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Certificate Holder. Notwithstanding the foregoing or any provision in any Equipment Note Secured Certificate to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Certificate Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note Secured Certificate or Equipment Notes Secured Certificates to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment NoteSecured Certificate, except that, in the case of the final payment in respect of any Equipment NoteSecured Certificate, such Equipment Note Secured Certificate shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment NoteSecured Certificate, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note Secured Certificate is registered on the Equipment Note Secured Certificate Register as the absolute owner and holder of such Equipment Note Secured Certificate for the purpose of receiving payment of all amounts payable with respect to such Equipment Note Secured Certificate and for all other purposes, and none of the Owner Trustee or the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Certificate Holder, all payments to it shall be made to the account of such Note Certificate Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12:00 noon, New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The After transferring (or causing the transfer of) the above amounts to the Indenture Trustee, the Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holderHolder's Equipment Note or Equipment Notes to such holder Holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder Holder with a bank located in the continental United States the amount to be distributed to such holderHolder, for credit to the account of such holder Holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trusteetrustee and without indemnification or right of reimbursement under any Operative Document, agrees to compensate such holders Holders for loss of use of funds at the Debt Rate in accordance with industry standards for this type of transaction until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made free and clear of and without reduction for or on account of all wire and like charges and without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder Holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of neither the Owner Trustee or nor the Mortgagee Indenture Trustee shall be affected by any notice to the contrary, unless and until such change is reflected in the Register. So long as any signatory to the Participation Refunding Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I III thereto and otherwise in the manner provided in or pursuant to the Participation Refunding Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (i) All payments of principal, interest, and fees hereunder to the Global Administrative Agent shall be made, without setoff, deduction or counterclaim (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable at the Global Administrative Agent’s office at the applicable location at which such Advance was made in Dollars by wire transfer of immediately available funds not later with respect to Advances denominated in Dollars and (b) in the Global Administrative Agent’s applicable Eurocurrency Payment Office in immediately available funds with respect to any Advance denominated in an Agreed Currency other than 12:30 p.m.Dollars, in each case, or at any other Lending Installation of the Global Administrative Agent specified in writing (by 11:00 a.m. (New York time) on the day before the date when due) by the Global Administrative Agent to the applicable Borrower, by 12:00 noon local time in New York, New York City time, with respect to Advances denominated in Dollars and 12:00 noon local time in the Global Administrative Agent’s Eurocurrency Payment Office with respect to Advances denominated in an Agreed Currency other than Dollars on the date when due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment ratably among the relevant Lenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Each Advance shall be repaid or surrender prepaid in the currency in which it was made (the “Advanced Currency”) in the amount borrowed and interest payable thereon shall be paid in such Advanced Currency. Notwithstanding anything in this Agreement, the obligation of any Equipment Note, except that, in the case of the final payment Borrower in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Advance shall not be required discharged by an amount paid in any currency other than the Advanced Currency or at another location other than the location designated by the Global Administrative Agent, whether pursuant to makea judgment or otherwise, or cause to be made, wire transfers as aforesaid prior to the first Business Day extent the amount so paid, on which it is practicable prompt conversion into the Advanced Currency and transfer to the relevant Lenders under normal banking procedure, does not yield the amount of the Advanced Currency due under the Loan Documents. In the event that any payment, whether pursuant to a judgment or otherwise, upon conversion and transfer, does not result in payment of the amount of the Advanced Currency due under the Loan Documents, such Lender shall have an independent cause of action against the applicable Borrower(s) for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of paymentcurrency deficit. Prior Each payment delivered to the due presentment Global Administrative Agent for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of any Lender shall be delivered promptly by the Global Administrative Agent to such Note Holder Lender in the same type of funds which the Global Administrative Agent received at its address specified pursuant to Article XIV or at any Lending Installation specified in Schedule I thereto and otherwise in a notice received by the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Global Administrative Agent from such Lender.

Method of Payment. (a) The Original Amount principal of, interest on, Make-and Make- ----------------- Whole Amount, if any, and other amounts due under interest, on each Equipment Secured Note or hereunder will shall be payable in Dollars by wire transfer of immediately available funds not later than 12:30 funds, the receipt of which has been confirmed by a Responsible Officer of the Indenture Trustee (which shall be done promptly upon receipt thereof) on or before 12:00 p.m., New York City time, at the place of receipt, on the due date of payment therefor, to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among corporate trust office of the Note Holders in Indenture Trustee. Amounts so received by the manner provided herein. The Owner Indenture Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Indenture Trustee hereunder and under to each Holder on the due date therefor without any presentment or surrender of any Secured Note held by such holder's Equipment Note or Equipment Notes Holder by whichever of the following methods shall be specified by prior written notice from such Holder to such holder or a nominee therefor the Indenture Trustee: (including all amounts distributed pursuant to Article III of this Trust Indenturei) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, transferring prior to 2:00 p.m., New York City time, on the due such date of payment, such payment to an account maintained such Holder in immediately available funds by such holder with a bank located in the continental United States crediting the amount to be distributed to any Holder to any account maintained by such holder, Holder with the Indenture Trustee or (ii) by initiating a wire transfer prior to the time set forth in clause (i) of this Section 2.03(a) of such amount in immediately available funds to a banking institution designated in such notice with bank wire transfer facilities for credit to the account of such holder maintained Holder, in all cases without any presentment or surrender of any Secured Note, except that, on the date of the final maturity thereof (whether at maturity, upon prepayment, acceleration or otherwise), the Holder of each Secured Note shall surrender such bankSecured Note promptly after payment; provided that failure to so present such Secured Note shall not diminish the effect of full and final payment by the Owner Trust. If In the Mortgagee event the Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to on or before the time specified abovein this Section 2.03(a), the Mortgagee, Indenture Trustee in its individual capacity and not as trustee, agrees to compensate such holders each Holder for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered an amount equal to the Mortgagee overnight rate for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Federal Funds.

Method of Payment. (a) The Tenant shall pay the Base Rent to Landlord in advance in equal monthly installments by the first of each calendar month during the Term and the monthly installment of Tenant’s Pro Rata Share of Total Operating Costs as provided in Section 4.02, without offset, deduction or prior demand, except as otherwise expressly set forth herein. Tenant shall make a ratable payment of Base Rent and Additional Rent for any period of less than a month at the beginning or end of the Term. All payments of Base Rent, Additional Rent and other sums due shall be paid, without demand, set-off or other deduction, except as otherwise expressly set forth herein, in current U.S. exchange by check drawn on a clearinghouse bank at the Original Amount ofAddress of Landlord or such other place as Landlord may from time to time direct. Tenant acknowledges that the initial monthly periodic payments under the Lease, interest onincluding without limitation Base Rent, Make-Whole AmountTaxes and Operating Expenses, if anywill all be made by electronic fund transfer pursuant to wire instructions to be provided by Landlord unless and until otherwise directed by Landlord. Without limiting the foregoing, except as expressly provided in the immediately following sentence, Tenant’s obligation to pay Rent shall be absolute, unconditional, and other amounts due under each Equipment Note independent of any Landlord covenants and shall not be discharged or hereunder will be payable in Dollars otherwise affected by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment any law or regulation now or hereafter applicable to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner Premises, or any other restriction on Tenant’s use, or, except as expressly provided herein. The Owner Trustee shall , any casualty or taking, or any failure by Landlord to perform or other occurrence; and Tenant waives all rights now or hereafter existing to quit or surrender this Lease or the Premises or any part thereof, or to assert any counterclaim or defense in any action seeking to recover Rent (unless such counterclaim or defense would be lost by Tenant if not have any responsibility for the distribution of raised in such payment to any Note Holderproceeding). Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, nothing in this paragraph shall be deemed to limit Tenant’s express right to an abatement of Rent or to terminate the Mortgagee will use reasonable efforts to pay or cause to be paidLease, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City timeas applicable, on the due date terms and conditions set forth in Sections 3.01(c), 3.01(e), 6.01, 10.03(c), and 15.02 and Article 12 of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit this Lease. Subject to the account provisions of such holder maintained at such bank. If this Lease, however, Tenant shall have the Mortgagee shall fail right to make seek judgments for direct money damages occasioned by Landlord’s breach of its Lease covenants (but may not set-off any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment judgment against any Rent or other amount owing hereunder). It is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made intended that Base Rent payable hereunder shall be made without any presentment a net return to Landlord throughout the term of this lease, as it may be extended (the “Term”), free of expense, charge, offset, diminution or surrender of any Equipment Note, other deduction whatsoever (except that, in the case as expressly provided herein) on account of the final payment in respect Premises (excepting Landlord’s financing expenses, federal and state income taxes of any Equipment Notegeneral application, such Equipment Note and those expenses that this Lease expressly makes the responsibility of Landlord), and all provisions hereof shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so construed in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder light of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04intent.

Method of Payment. (a) The Original Amount principal amount of, interest on, Make-Whole Amount, if any, and and, except to the extent expressly provided herein, all other amounts due to any Noteholder under each Equipment Note or otherwise payable hereunder will shall be payable by the Company in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., 10:00 a.m. (New York City time, ) on the due date of payment to the Mortgagee Loan Trustee at the Corporate Trust Office for distribution among the Note Holders Noteholders in the manner provided herein. The Owner Trustee Company shall not have any responsibility for the distribution of such payment to any Note HolderNoteholder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Loan Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder Noteholder (with a copy to the Owner TrusteeCompany), all amounts paid by the Owner Trustee Company hereunder and under such holderNoteholder's Equipment Note or Equipment Notes to such holder Noteholder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust IndentureIII) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., 12:00 p.m. (New York City time, ) on the due date of payment, to an account maintained by such holder Noteholder with a bank located in the continental United States the amount to be distributed to such holderNoteholder, for credit to the account of such holder Noteholder maintained at such bank. If the Mortgagee shall fail to make any such payment as ; provided that, in the immediately foregoing sentence event the Equipment Notes are not held by the Subordination Agent on behalf of the Pass Through Trustees, the Loan Trustee may at its option pay such amounts by check mailed to the Noteholder's address as it appears on the Equipment Note Register. If, after its receipt of funds at the place and prior to the time specified aboveabove in the immediately preceding sentence, the MortgageeLoan Trustee shall fail (other than as a result of a failure of the Noteholder to provide it with wire transfer instructions) to make any such payment required to be paid by wire transfer as provided in the immediately preceding sentence on the Business Day it receives such funds, the Loan Trustee, in its individual capacity and not as trustee, agrees to compensate such holders Noteholders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Loan Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Loan Trustee for cancellation promptly after such paymentcancellation. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Loan Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Loan Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., 1:00 p.m. (New York City time, ) at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.11:00 a.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of neither Owner nor the Owner Indenture Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if anyso payable, and other amounts due under each Equipment Note punctually paid or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City timeduly provided for, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contraryInterest Payment Date will, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior Indenture, be paid to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note this Security (or one or more Predecessor Securities) is registered at the close of business on the Equipment Note Register regular record date for such interest installment, which shall be the close of business on the Business Day immediately preceding each Interest Payment Date; provided, however, that, for so long as the absolute owner Securities are held by the Trust or the Property Trustee of the Trust, if any Preferred Securities (or if the Trust is liquidated in connection with Special Event, any Securities) are held in certificated form, the Record Date for each Interest Payment Date shall be 15 days prior to such Interest Payment Date (in each case, a "Regular Record Date"). Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and holder may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Equipment Note Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in New York, New York, in such coin or currency of the purpose United States of receiving America as at the time of payment is legal tender for payment of all amounts payable with respect to such Equipment Note public and for all other purposesprivate debts; PROVIDED, and none however, that, at the option of the Owner Trustee or the Mortgagee shall Company, payment of interest may be affected made by any notice check mailed to the contrary. So long address of the Person entitled thereto as any signatory to the Participation Agreement or nominee thereof such address shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise appear in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Security Register.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will New Business Fee payments to Consumers shall be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, quarterly on the due 25th day of the month following each calendar quarter, commencing with the first calendar quarter ending after the Effective Date, unless the Closing has not occurred as of the date of the first payment to is otherwise due, in which case the Mortgagee first payment shall be paid at the Corporate Trust Office for distribution among Closing. The New Business Fee payments otherwise due to Consumers during the Note Holders three-year period following the Effective Date shall be reduced by amounts, as specified below, which are required to be deposited into the Contingency Fund referred to in Section 1.4 and described in Exhibit F. The amounts to be withheld from the New Business Fee payments and deposited into the Contingency Fund shall be computed as follows: (i) 40% of the remaining portion of the Contingency Fund shall be withheld from New Business Fee payments due in the manner provided hereinfirst year following the Effective Date, (ii) 30% of such remaining portion shall be withheld from payments due in the second year following the Effective Date and (iii) 30% of such remaining portion shall be withheld from payments due in the third year following the Effective Date. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, withheld for credit to the account of such holder maintained at such bankeach year shall be withheld equally from each quarterly New Business Fee payment. If the Mortgagee New Business Fee calculation for any quarter is less than the amount which is required to be withheld for that quarter, then no New Business Fee payment shall fail be made to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place Consumers and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee LOTS shall be entitled to carry over any interest earned on such funds until such deficiency as a deduction against the New Business Fee payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable due for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City timenext quarter. If, at the place end of payment. Prior the three-year period, the New Business Fees are insufficient or if for any other reason the entire amount required to be withheld and deposited into the Contingency Fund has not been withheld, then LOTS shall withhold all subsequent New Business Fee payments otherwise due to Consumers until the required amount has been withheld, following which time Consumers shall be entitled to the entire New Business Fee as computed. In the event Shareholder Approval is not received pursuant to Section 8.1 and Consumers does not make the required fee payments (the Administrative Fees ) under the Administrative Services Agreement effective January 1, 1998, LOTS shall have the right, until such Administrative Fees are paid on a current basis by Consumers to (i) withhold such Administrative Fees from the New Business Fee payments otherwise due presentment for registration of transfer of any Equipment NoteConsumers, as set forth in this Section 2.3 and (ii) reduce the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none frequency of the Owner Trustee or the Mortgagee shall be affected by any notice New Business Fee payments from quarterly to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04annually.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12:00 noon, New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The After transferring (or causing the transfer of) the above amounts to the Indenture Trustee, the Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holderHolder's Equipment Note or Equipment Notes to such holder Holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder Holder with a bank located in the continental United States the amount to be distributed to such holderHolder, for credit to the account of such holder Holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trusteetrustee and without indemnification or right of reimbursement under any Operative Document, agrees to compensate such holders Holders for loss of use of funds at the Debt Rate in accordance with industry standards for this type of transaction until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made free and clear of and without reduction for or on account of all wire and like charges and without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of xxxxx xx payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder Holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of neither the Owner Trustee or nor the Mortgagee Indenture Trustee shall be affected by any notice to the contrary, unless and until such change is reflected in the Register. So long as any signatory to the Participation Refunding Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I III thereto and otherwise in the manner provided in or pursuant to the Participation Refunding Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. The Company shall pay interest on the Debt Securities (aexcept Default Interest) to the Persons who are the registered Holders at the close of business on the Record Date immediately preceding the relevant Interest Payment Date, even if the Debt Securities are canceled on registration of transfer or registration of exchange after such Record Date. The Original Amount ofCompany shall pay principal, interest on, Make-Whole Amountpremium, if any, and other amounts due under each Equipment Note or hereunder will interest in United States Legal Tender. Payments of principal of, premium, if any, and interest on the Debt Securities shall be payable made in Dollars accordance with the foregoing and subject to applicable laws and regulations, by wire transfer check drawn on a bank in The City of immediately available funds not later than 12:30 p.m., New York City time, mailed on or before the due date of for such payment to the Mortgagee person entitled thereto at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holderperson's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, address appearing on the due date of paymentRegister, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except thator, in the case of the final payment of principal hereunder upon maturity, redemption, repurchase or otherwise, by check drawn on a bank in The City of New York delivered to the Person entitled thereto upon surrender of the Debt Securities to any Paying Agent; provided, however, that any payments shall be made, in the case of a Holder of at least U.S.$250,000 aggregate initial principal amount of Debt Securities, by transfer to an account maintained by the payee with a bank located in The City of New York if such Holder so elects by giving notice in writing to any Paying Agent, not less than 15 days (or such fewer days as such Paying Agent may accept at its discretion) prior to the date of the payments to be obtained, of such election and of the account to which payments are to be made. If the due date for payment of any principal or interest in respect of any Equipment Note, such Equipment Note shall be surrendered to Debt Securities is not a business day at the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on place in which it is practicable presented for payment, the Mortgagee Holder thereof will not be entitled to do so in view payment of the time of amount due until the next succeeding business day when the funds at such place and will not be entitled to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer any further interest or other payment in respect of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04delay.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12:00 noon, New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The After transferring (or causing the transfer of) the above amounts to the Indenture Trustee, the Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holderHolder's Equipment Note or Equipment Notes to such holder Holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder Holder with a bank located in the continental United States the amount to be distributed to such holderHolder, for credit to the account of such holder Holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trusteetrustee and without indemnification or right of reimbursement under any Operative Document, agrees to compensate such holders Holders for loss of use of funds at the Debt Rate in accordance with industry standards for this type of transaction until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made free and clear of and without reduction for or on account of all wire and like charges and without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such Trust Indenture funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder Holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of neither the Owner Trustee or nor the Mortgagee Indenture Trustee shall be affected by any notice to the contrary, unless and until such change is reflected in the Register. So long as any signatory to the Participation Refunding Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I III thereto and otherwise in the manner provided in or pursuant to the Participation Refunding Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount principal amount of, interest on, Make-Whole Amount, if any, and and, except to the extent expressly provided herein, all other amounts due to any Noteholder under each Equipment Note or otherwise payable hereunder will shall be payable by Company in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., 10:00 a.m. (New York City time, ) on the due date of payment to the Mortgagee Loan Trustee at the Corporate Trust Office for distribution among the Note Holders Noteholders in the manner provided herein. The Owner Trustee Company shall not have any responsibility for the distribution of such payment to any Note HolderNoteholder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Loan Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder Noteholder (with a copy to the Owner TrusteeCompany), all amounts paid by the Owner Trustee Company hereunder and under such holderNoteholder's Equipment Note or Equipment Notes to such holder Noteholder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust IndentureIII) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., 12:00 noon (New York City time, ) on the due date of payment, to an account maintained by such holder Noteholder with a bank located in the continental United States the amount to be distributed to such holderNoteholder, for credit to the account of such holder Noteholder maintained at such bank. If the Mortgagee shall fail to make any such payment as ; provided that, in the immediately foregoing sentence event the Equipment Notes are not held by Subordination Agent on behalf of Pass Through Trustees, Loan Trustee may at its option pay such amounts by check mailed to Noteholder's address as it appears on the Equipment Note Register. If, after its receipt of funds at the place and prior to the time specified aboveabove in the immediately preceding sentence, Loan Trustee fails (other than as a result of a failure of Noteholder to provide it with wire transfer instructions) to make any such payment required to be paid by wire transfer as provided in the Mortgageeimmediately preceding sentence on the Business Day it receives such funds, Loan Trustee, in its individual capacity and not as trustee, agrees to compensate such holders Noteholders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Loan Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Loan Trustee for cancellation promptly after such paymentcancellation. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Loan Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Loan Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., 1:00 p.m. (New York City time, ) at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer Payment for all shares of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office Conversion Stock subscribed for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility Subscription and Community Offerings must be received in full by First Star, together with properly completed and executed Order Forms, indicating thereon the number of shares being subscribed for the distribution of and such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contraryother information as may be required thereon, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except thatand, in the case of the final payment in respect orders submitted at an office of any Equipment NoteFirst Star, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision executed Forms of this Trust Indenture to the contraryCertification as required by regulations, the Mortgagee shall not be required to make, on or cause to be made, wire transfers as aforesaid prior to the first Business Day expiration date specified on which it the Order Forms, unless such date is practicable extended by First Star and NSB. Payment for all shares of Conversion Stock may be made in cash (if delivered in person) or by check or money order, or, if the subscriber has a Savings Account in NSB (including a certificate of deposit), the subscriber may authorize First Star and NSB to charge the subscriber's Savings Account for the Mortgagee purchase amount. No wired funds shall be accepted. First Star shall pay interest at not less than the passbook rate on all amounts paid in cash or by check or money order to do so purchase shares of Conversion Stock in view of the time of day when Offerings from the funds to be so transferred were date payment is received by it if such funds were received after 12:30 p.m., New York City time, at until the place of paymentMerger Conversion is completed or terminated. Prior to the due presentment for registration of transfer of any Equipment NoteNeither First Star, the Owner Trustee and the Mortgagee Bank nor NSB shall deem and treat the knowingly loan funds or otherwise extend credit to any Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment purchasing Conversion Stock. If a subscriber authorizes First Star to charge its Savings Account, the funds may remain in the subscriber's Savings Account and continue to earn interest, but may not be used by the subscriber until all Conversion Stock has been sold or the Merger Conversion is terminated, whichever is earlier. The withdrawal will be given effect only concurrently with the sale of all amounts payable with respect shares of Conversion Stock in the Merger Conversion and only to the extent necessary to satisfy the subscription at a price equal to the purchase price. First Star and NSB will allow subscribers to purchase shares of Conversion Stock by withdrawing funds from certificate accounts at NSB without the assessment of early withdrawal penalties. In the case of early withdrawal of only a portion of such Equipment Note and for all other purposesaccount, and none the certificate evidencing such account shall be canceled if the remaining balance of the Owner Trustee or account is less than the Mortgagee shall be affected by any notice applicable minimum balance requirement. In that event, the remaining balance will earn interest at the passbook rate. This waiver of the early withdrawal penalty is applicable only to withdrawals made in connection with the contrary. So long as any signatory to purchase of Conversion Stock under the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Plan.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, Borrower shall make each payment under this Agreement and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer any of immediately available funds the Notes not later than 12:30 p.m.noon New York city time on the date when due in lawful money of the United States to the Agent for the account of the applicable Lending Office of each Lender (or, in the case of Swing Line Loans, for the account of the Swing Line Lender) in immediately available funds. The Agent will promptly thereafter cause to be distributed (1) the Pro Rata Share of such payments of principal and interest with respect to Loans (other than Swing Line Loans) in like funds to each Lender for the account of its applicable Lending Office, (2) such payments of principal and interest with respect to Swing Line Loans solely to the Swing Line Lender and (3) other fees payable to any Lender to be applied in accordance with the terms of this Agreement. If any such payment is not received by a Lender on the Business Day on which the Agent received such payment (or the following Business Day if the Agent’s receipt thereof occurs after 3:00 P.M. New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee Lender shall be entitled to any receive from the Agent interest earned on such funds until payment at the Federal Funds Effective Rate for three Business Days and thereafter at the Alternate Base Rate (which interest payment shall not be an obligation for the Borrower’s account, including under Section 10.04 or Section 10.06). The Borrower hereby authorizes each Lender, if and to the extent payment is not made when due under this Agreement or under any of the Notes, to charge from time to time against any account of the Borrower with such Lender any amount as due. Whenever any payment to be made under this Agreement or under any of the Notes shall be stated to be due on a day other than a Business Day, such payment is made. Any payment made hereunder shall be made without any presentment or surrender on the next succeeding Business Day, and such extension of any Equipment Notetime shall be included in the computation of the payment of interest and the commitment fee, except thatas the case may be, except, in the case of a Eurodollar Loan, if the final result of such extension would be to extend such payment in respect of any Equipment Noteinto another calendar month, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to on the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04immediately preceding Business Day.

Method of Payment. (a) The Original Amount of, Principal and interest on, Make-Whole Amount, if any, and other ----------------- amounts due hereunder or under each Equipment Note the Certificates or hereunder will in respect hereof or thereof shall be payable in Dollars by wire transfer of in immediately available funds not later than 12:30 p.m.prior to Noon, New York City time, on the due date of payment thereof, to the Mortgagee Indenture Trustee at the Corporate Trust Office and the Indenture Trustee shall, subject to the terms and conditions hereof, remit all such amounts so received by it to the Certificate Holders at such account or accounts at such financial institution or institutions as the Certificate Holders shall have designated to the Indenture Trustee in writing, in immediately available funds for distribution among to the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of relevant Certificate Holders, such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, made prior to 2:00 p.m.P.M., New York City time, time on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bankthereof. If such amounts are received after Noon, New York time on the Mortgagee due date thereof, such amounts shall be deemed received on the next following Business Day, and the Indenture Trustee shall make payment thereof promptly, but not later than 11:00 A.M., New York time the next following Business Day. In the event the Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing sentence two preceding sentences after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders the Certificate Holders for loss of use of funds at in a commercially reasonable manner if it shall have failed to use ordinary care in the Debt Rate until disbursing of such payment is made funds. The Owner Trustee and the Mortgagee shall be entitled Indenture Trustee acknowledge that the payment instructions given in Schedule II to any interest earned on the Special Participation Agreement constitute the initial written notice required by the first sentence of this Section 2.05 to make all payments as provided in such funds until Schedule. All such payment is made. Any payment made hereunder payments by the Owner TRUST INDENTURE Trustee and the Indenture Trustee shall be made free and clear of and without any presentment reduction for or surrender on account of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any wire and other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of paymentlike charge. Prior to the due presentment for registration of transfer of any Equipment NoteCertificate, the Owner Trustee and the Mortgagee shall Indenture Trustee may deem and treat the Person in whose name any Equipment Note Certificate is registered on the Equipment Note Certificate Register as the absolute owner and holder of such Equipment Note Certificate for the purpose of receiving payment of all amounts payable with respect to such Equipment Note Certificate and for all other purposespurposes whether or not such Certificate shall be overdue, and none of neither the Owner Trustee or nor the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.11:00 a.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of neither Owner nor the Owner Indenture Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder as specified in Schedule I thereto the Participation Agreement and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12:00 noon, New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The After transferring (or causing the transfer of) the above amounts to the Indenture Trustee, the Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holderHolder's Equipment Note or Equipment Notes to such holder Holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder Holder with a bank located in the continental United States the amount to be distributed to such holderHolder, for credit to the account of such holder Holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trusteetrustee and without indemnification or right of reimbursement under any Operative Document, agrees to compensate such holders Holders for loss of use of funds at the Debt Rate in accordance with industry standards for this type of transaction until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made free and clear of and without reduction for or on account of all wire and like charges and without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder Holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Trust Indenture Equipment Note and for all other purposes, and none of neither the Owner Trustee or nor the Mortgagee Indenture Trustee shall be affected by any notice to the contrary, unless and until such change is reflected in the Register. So long as any signatory to the Participation Refunding Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I III thereto and otherwise in the manner provided in or pursuant to the Participation Refunding Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. The Company shall pay interest on the Notes to the Persons who are registered holders of Notes at the close of business on the May 1 or November 1 (a) The Original Amount ofwhether or not a Business Day), interest onas the case may be, Make-Whole Amountimmediately preceding the related Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Principal, premium and Additional Amounts, if any, and other amounts due under each Equipment Note or hereunder will interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment of interest and premium, if any, may be made by check mailed to the Holders at their respective addresses set forth in Dollars the Note Register or by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to Holders that have provided wire transfer instructions to the Mortgagee Company or the Paying Agent at least five Business Days prior to the Corporate Trust Office for distribution among the Note Holders applicable payment date; provided that all payments with respect to principal, premium and Additional Amounts, if any, and interest on all Global Notes registered in the manner provided herein. The Owner Trustee shall not have any responsibility for name of or held by DTC or its nominee will be made through the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, Paying Agent by wire transfer of immediately available funds to the accounts specified by DTC. Such payment shall be in Dollarssuch coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts. For any interest period, prior the Company may, at its option, elect to 2:00 p.m.pay interest on up to 50.0% of the then outstanding principal amount of the Notes by increasing the principal amount of the outstanding Notes or by issuing PIK Notes in a principal amount equal to such interest (in each case, New York City time“PIK Interest”). In the event that the Company so elects to pay PIK Interest for any interest period, then the Company shall deliver a notice to the Trustee on or before each Record Date immediately preceding the applicable Interest Payment Date, which notice shall state the total amount of interest to be paid on such Interest Payment Date and the amount of such interest to be paid as PIK Interest. The Trustee shall promptly deliver a corresponding notice to the Holders. If such notice is not timely delivered to the Trustee, interest shall be paid as cash Interest. Interest for the final interest period ending at Stated Maturity shall be payable entirely in cash interest. PIK Interest on the due date of payment, Notes will be payable (1) with respect to an account maintained Notes represented by such holder with a bank located one or more Global Notes registered in the continental United States name of or held by DTC or its nominee, by increasing the principal amount of the outstanding Global Note by an amount equal to the amount to be distributed to such holder, of PIK Interest for credit the applicable interest period (rounded up to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment nearest whole dollar) as provided in a written order of the immediately foregoing sentence after its receipt Company to the Trustee and (2) with respect to Notes represented by certificated Notes, by issuing PIK Notes in certificated form in an aggregate principal amount equal to the amount of funds PIK Interest for the applicable interest period (rounded up to the nearest whole dollar), and the Trustee will, at the place written order of the Company, authenticate and prior deliver such PIK Notes in certificated form for original issuance to the time specified aboveHolders on the relevant Record Date, as shown by the Note Register maintained by the Registrar. Following an increase in the principal amount of the outstanding Global Notes as a result of a PIK Payment, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any Notes will bear interest earned on such funds until increased principal amount from and after the date of such payment is madePIK Payment. Any payment made hereunder shall PIK Notes issued in certificated form will be made without any presentment or surrender of any Equipment Note, except that, in the case dated as of the final payment in respect of any Equipment Noteapplicable Interest Payment Date and will bear interest from and after such date. All Notes issued pursuant to a PIK Payment will mature on May 15, such Equipment Note shall 2025 and will be surrendered governed by, and subject to the Mortgagee for cancellation promptly after terms, provisions and conditions of, the Indenture and will have the same rights and benefits of the Notes issued on the Issue Date. Any certificated PIK Notes will be issued with the description “PIK” on the face of such paymentPIK Notes. Notwithstanding any other provision of this Trust Indenture anything to the contrary, the Mortgagee shall not be required to make, payment of accrued interest in connection with any redemption or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view repurchase of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or Notes pursuant to the Participation Agreement unless it Indenture will be made solely in cash. If the Company pays a portion of the interest on the Notes as cash interest and a portion of the interest on the Notes as PIK Interest, such cash interest and PIK Interest shall have specified some other account or manner of payment by notice be paid to the Mortgagee consistent Holders pro rata in accordance with this Section 2.04their interests.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note Secured Certificate or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12:00 noon, New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Certificate Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Certificate Holder. Notwithstanding the foregoing or any provision in any Equipment Note Secured Certificate to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Certificate Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note Secured Certificate or Equipment Notes Secured Certificates to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment NoteSecured Certificate, except that, in the case of the final payment in respect of any Equipment NoteSecured Certificate, such Equipment Note Secured Certificate shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment NoteSecured Certificate, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note Secured Certificate is registered on the Equipment Note Secured Certificate Register as the absolute owner and holder of such Equipment Note Secured Certificate for the purpose of receiving payment of all amounts payable with respect to such Equipment Note Secured Certificate and for all other purposes, and none of the Owner Trustee or the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Certificate Holder, all payments to it shall be made to the account of such Note Certificate Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, Principal and interest on, Make-Whole Amount, if any, and other amounts due hereunder or under each Equipment Note the Certificates or hereunder will in respect hereof or thereof shall be payable in Dollars by wire transfer of in immediately available funds not later than 12:30 p.m.prior to 10:00 a.m., New York, New York City time, on the due date of payment thereof, to the Mortgagee Indenture Trustee at the Corporate Trust Office and the Indenture Trustee shall, subject to the terms and conditions hereof, remit all such amounts so received by it to the Certificate Holders entitled thereto at such account or accounts at such financial institution or institutions as the Certificate Holders shall have designated to the Indenture Trustee in writing, in immediately available funds for distribution among to the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of relevant Certificate Holders, such payment to be made, in the case of any Note Holder. Notwithstanding the foregoing or any provision such designated account in any Equipment Note to the contraryNew York, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in DollarsNew York, prior to 2:00 p.m.noon, New York City time, on the due date of payment, to an account maintained by such holder with a bank located in thereof. In the continental United States event the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, Indenture Trustee agrees to compensate such holders the Certificate Holders for loss of use of funds at in a commercially reasonable manner. All such payments by the Debt Rate until such payment is made Borrower and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder Indenture Trustee shall be made without any presentment or surrender of any Equipment Note, except that, in the case Certificate and free and clear of the final payment in respect and without reduction on account of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any all wire and other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of paymentlike charges. Prior to the due presentment for registration of transfer of any Equipment NoteCertificate, the Owner Trustee Borrower and the Mortgagee shall Indenture Trustee may deem and treat the Person in whose name any Equipment Note Certificate is registered on the Equipment Note Certificate Register as the absolute owner and holder of such Equipment Note Certificate for the purpose of receiving payment of all amounts payable with respect to such Equipment Note Certificate and for all other purposespurposes whether or not such Certificate shall be overdue, and none of neither the Owner Borrower nor the Indenture Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to Interest hereunder and under the Participation Agreement or nominee thereof Certificates shall be calculated on the basis of a registered Note Holderyear of 360 days consisting of 12 thirty day months; provided that for any period during which interest is calculated on the basis of the Past Due Rate, all payments to it shall be made to calculated on the account of such Note Holder basis specified in Schedule I thereto and otherwise the definition of “Past Due Rate” in Section 1.01. If any sum payable under the manner provided in Certificates or pursuant to under this Indenture falls due on a day which is not a Business Day, then such sum shall be payable on the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04next succeeding Business Day.

Method of Payment. (a) The Original Amount principal of, interest on, Make-and Make- ----------------- Whole Amount, if any, and other amounts due under interest, on each Equipment Secured Note or hereunder will shall be payable in Dollars by wire transfer of immediately available funds not later than 12:30 funds, the receipt of which has been confirmed by a Responsible Officer of the Indenture Trustee (which shall be done promptly upon receipt thereof) on or before 12:00 p.m., New York City time, at the place of receipt, on the due date of payment therefor, to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among corporate trust office of the Note Holders in Indenture Trustee. Amounts so received by the manner provided herein. The Owner Indenture Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Indenture Trustee hereunder and under to each Holder on the due date therefor without any presentment or surrender of any Secured Note held by such holder's Equipment Note or Equipment Notes Holder by whichever of the following methods shall be specified by prior written notice from such Holder to such holder or a nominee therefor the Indenture Trustee: (including all amounts distributed pursuant to Article III of this Trust Indenturei) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, transferring prior to 2:00 p.m., New York City time, on the due such date of payment, such payment to an account maintained such Holder in immediately available funds by such holder with a bank located in the continental United States crediting the amount to be distributed to any Holder to any account maintained by such holder, Holder with the Indenture Trustee or (ii) by initiating a wire transfer prior to the time set forth in clause (i) of this Section 2.03(a) of such amount in immediately available funds to a banking institution designated in such notice with bank wire transfer facilities for credit to the account of such holder maintained Holder, in all cases without any presentment or surrender of any Secured Note, except that, on the date of the final maturity thereof (whether at maturity, upon prepayment, acceleration or otherwise), the Holder of each Secured Note shall surrender such bankSecured Note promptly after payment; provided that failure to so present such Secured Note shall not diminish the effect of full and final payment by the Owner Trust. If any Holder does not specify one of the Mortgagee foregoing methods, payment will be made by check mailed to the registered address of the Holder. In the event the Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing sentence preceding sentences after its receipt of funds at the place and prior to on or before the time specified abovein this Section 2.03(a), the Mortgagee, Indenture Trustee in its individual capacity and not as trustee, agrees to compensate such holders each Holder for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Federal Funds overnight rate.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.PM, New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.after

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, Borrower shall make each payment under this Agreement and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer any of immediately available funds the Notes not later than 12:30 p.m., New York City time, 11:00 A.M. Chicago time on the date when due date in lawful money of payment the United States to the Mortgagee at the Corporate Trust Office Agent for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt applicable Lending Office of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except thateach applicable Lender (or, in the case of Swing Line Loans, for the final payment account of the Swing Line Lender) in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation immediately available funds. The Agent will promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or thereafter cause to be madedistributed (1) the Applicable Pro Rata Share of such payments of principal and interest with respect to Loans (other than Swing Line Loans) in like funds to each Revolving Credit Lender or Term Loan Lender (as applicable) for the account of its applicable Lending Office, wire transfers as aforesaid prior (2) such payments of principal and interest with respect to Swing Line Loans solely to the first Swing Line Lender and (3) other fees payable to any Lender to be applied in accordance with the terms of this Agreement. If any such payment is not received by the applicable Lender on the Business Day on which it is practicable the Agent received such payment (or the following Business Day if the Agent’s receipt thereof occurs after 2:00 P.M. (Chicago time)), such Lender shall be entitled to receive from the Agent interest on such payment at the Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate (which interest payment shall not be an obligation for the Mortgagee Borrower’s account, including under Section 11.04 or Section 11.06). The Borrower hereby authorizes each Lender, if and to do so in view the extent payment is not made when due under this Agreement or under any of the Notes, to charge from time to time against any account of day when the funds Borrower with such Lender any amount as due. Whenever any payment to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of made under this Agreement or under any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee Notes shall be affected by any notice stated to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be due on a registered Note Holderday other than a Business Day, all payments to it such payment shall be made to on the account next succeeding Business Day, and such extension of time shall be included in the computation of the payment of interest and the commitment fee, as the case may be, except, in the case of a LIBOR Loan, if the result of such Note Holder specified in Schedule I thereto and otherwise in extension would be to extend such payment into another calendar month, such payment shall be made on the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04immediately preceding Business Day.

Method of Payment. The Company will pay interest on this Security (aexcept Defaulted Interest) The Original Amount of, interest on, Make-Whole Amountand Additional Amounts, if any, to the Persons who are registered Holders of Securities at the close of business on the [ ] or [ ] next preceding the Interest Payment Date (each a "Regular Record Date"), even if this Security is cancelled after such Record Date and other amounts due under each Equipment Note on or hereunder will before such Interest Payment Date, except as provided in Section 3.7 of the Indenture with respect to Defaulted Interest. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, to the registered Holder hereof on the due date relevant Regular Record Date by virtue of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of having been such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to and may be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Company or the Guarantor, at its election, (i) to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Company, notice whereof shall be given to the Holder of this Security by the Trustee hereunder not less than 10 days prior to such Special Record Date or (ii) in any other lawful manner elected by the Company or the Guarantor and under such holder's Equipment Note or Equipment deemed practicable by the Trustee. Holders must surrender Notes to such holder or a nominee therefor (including all amounts distributed pursuant Paying Agent to Article III of this Trust Indenture) by transferringcollect principal payments. The Company shall pay principal, or causing to be transferredpremium, by wire transfer of immediately available funds interest and Additional Amounts in Dollars. At the option of the Company or the Guarantor, prior to 2:00 p.m., New York City time, interest on the due date Notes may be paid by mailing a check to the address of payment, the Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by such holder the payee with a bank located in the continental United States States. In the amount case of any Security which Security is converted after any Regular Record Date and on or prior to be distributed the next succeeding Interest Payment Date (other than any Security with respect to which the Stated Maturity is prior to such holderInterest Payment Date), for credit interest with respect to which the Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion, and such interest (whether or not punctually paid or duly provided for) shall be paid to the account Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such holder maintained at such bankRegular Record Date. If the Mortgagee shall fail to make any such payment Except as otherwise expressly provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except thatpreceding sentence, in the case of any Security which is converted, interest with respect to which the final payment in respect Stated Maturity is after the date of any Equipment Note, conversion of such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Security shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04payable.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12 noon, New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m.12:30 P.M., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable practicable-for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, Unless and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed until Borrower is otherwise notified in writing by any Note Holder (with a copy to the Owner Trustee)Lender, all amounts paid by monthly payments due under the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferringshall be made, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m.and in immediately available funds, New York City time, on by electronic funds transfer debit transactions utilizing the due date Automated Clearing House ("ACH") network of payment, to an the U.S. Federal Reserve System and shall be initiated by Lender from Borrower's account maintained as shall have been previously established by such holder Borrower with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made Lender and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable applicable depositary with respect to such Equipment Note and account (the "ACH Account") for all other purposessettlement on the applicable Installment Date; provided, and none of however, that if the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be applicable Installment Date is not a registered Note HolderBusiness Day, all payments to it then settlement shall be made on the immediately following Business Day. Borrower hereby authorizes Lender to electronically initiate the transfer of all monthly payments required under the Note by ACH transfer of funds from the ACH Account. Borrower shall, prior to each Installment Date, deposit and/or maintain sufficient funds in the ACH Account to cover all debit transactions initiated or to be initiated hereunder by or for Lender. Concurrently with or prior to the account execution of this Agreement, Borrower shall execute and deliver written authorization to Lender to effect the foregoing and will from time to time execute and deliver further authorization to effect payment through ACH transfer. Borrower has delivered to Lender, concurrently with or prior to Borrower's execution and delivery of this Agreement, a voided blank check or a pre­ printed deposit form for such ACH Account showing Borrower's ACH Account number. Notwithstanding the foregoing, any failure, for any reason, of the ACH network system or any electronic funds transfer debit transaction to be timely or fully completed shall not in any manner relieve Borrower from its obligation to promptly, fully and timely pay and make all payments or installments provided for under this Agreement and the Note Holder specified when due, and to comply with all other of Borrower's obligations under this Agreement and the other Loan Documents, or relieve Borrower from its obligation to pay any late charges due or payable under the terms of this Agreement and the Note; provided however that if the cause for such failure is that Lender did not timely initiate the transfer request, there was a failure of the ACH network system that was not caused by Borrower, or there was any failure of the electronic funds transfer debit transaction that was not caused by Borrower, then Borrower shall not be in Schedule I thereto and otherwise default or subject to late charges unless payment is not made within two (2) days after notice of nonpayment is given by Lender. Borrower shall provide Lender with at least ten (10) days prior written notice of any change in the manner ACH information provided in or pursuant to above and Borrower shall not change the Participation Agreement unless it shall have specified some other account or manner location of payment by notice to the Mortgagee consistent with this Section 2.04ACH Account without first obtaining the written approval of Lender.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts amount due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have herein (any responsibility for payment received after such time being deemed received on the distribution of such payment to any Note Holdernext following Business Day). Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), paid all amounts to be paid by the Owner Trustee Borrower hereunder and under such holder's any Equipment Note or Equipment Notes to such the holder or a nominee therefor thereof (including all amounts distributed pursuant to Article III 3 of this Trust IndentureMortgage) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to before 2:00 p.m., New York City time, on the due date of for payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If Mortgagee fails to initiate the Mortgagee shall fail to make transfer by federal wire transfer of any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to before the time specified aboveabove by reason of its failure to use ordinary care, the Mortgagee, in its individual capacity and not as trustee, agrees to WFB shall compensate such holders for loss of use of funds at the Debt Rate until such payment is made made, and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture Mortgage to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to before the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.11:00 a.m., New York City time, at the place of payment. Prior to Before the due presentment for registration of transfer of any Equipment Note, the Owner Trustee Borrower and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the neither Borrower nor Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Loan Agreement or nominee thereof shall be a registered Note HolderLender, all payments to it shall be made to the account of such Note Holder Lender specified in Schedule I thereto 1 of the Loan Agreement, and otherwise in the manner provided in or pursuant to the Participation Agreement Loan Agreement, unless and until it shall have specified specifies some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.042.3.

Method of Payment. Any installment of interest on this Debenture that is payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (aor one or more Predecessor Debentures) is registered at the close of business on the Regular Record Date for that installment of interest, except that interest payable on the Stated Maturity of the principal of this Debenture shall be paid to the Person to whom such principal is paid. Any installment of interest on this Debenture that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date ("Defaulted Interest") may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to the holder of this Debenture at least 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Debentures may be listed or traded, and upon such notice as may be required by such securities exchange or automated quotation system, all as more fully provided in said Indenture. The Original Amount of, interest on, Make-Whole Amountprincipal of and premium, if any, and other amounts due under each Equipment Note or hereunder will interest on this Debenture shall be payable at the office or agency of the Company in Dollars the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of any installment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or (ii) by wire transfer of in immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment at such place and to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to account as may be paid, if so directed designated in writing by any Note Holder (with a copy to at least 15 days before the Owner Trustee), all amounts paid Interest Payment Date for that installment of interest by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be Person entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04thereto.

Method of Payment. The Company will pay interest (aand Liquidated Damages, if any) on the Convertible Subordinated Notes (except defaulted interest) to the Person in whose name each Convertible Subordinated Note is registered at the close of business on the May 15 or November 15 immediately preceding the relevant Interest Payment Date (each a "Regular Record Date") (other than with respect to a Convertible Subordinated Note or portion thereof called for redemption on a Redemption Date, or repurchased in connection with a Designated Event on a repurchase date, during the period from the close of business on a Regular Record Date to (but excluding) the next succeeding Interest Payment Date, in which case accrued interest (and Liquidated Damages, if any) shall be payable (unless such Convertible Subordinated Note or portion thereof is converted) to the holder of the Convertible Subordinated Note or portion thereof redeemed or repurchased in accordance with the applicable redemption or repurchase provisions of the Indenture). Holder must surrender Convertible Subordinated Notes to a Paying Agent to collect principal payments. The Original Amount Company will pay the principal of, interest on, Make-Whole Amountpremium, if any, and other amounts due under each Equipment Note interest (including Liquidated Damages, if any) on the Convertible Subordinated Notes at the office or hereunder agency of the Company maintained for such purpose, in money of the United States that at the time of payment is legal tender for payment of public and private debts. Until otherwise designated by the Company, the Company's office or agency maintained for such purpose will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at the principal Corporate Trust Office for distribution among of the Note Holders Trustee (as defined below). However, the Company may pay principal, premium, if any, and interest (including Liquidated Damages, if any) by check payable in such money, and may mail such check to the holders of the Convertible Subordinated Notes at their respective addresses as set forth in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution Register of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III holders of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Convertible Subordinated Notes.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note Secured Certificate or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12:00 noon, New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Certificate Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Certificate Holder. Notwithstanding the foregoing or any provision in any Equipment Note Secured Certificate to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Certificate Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note Secured Certificate or Equipment Notes Secured Certificates to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment NoteSecured Certificate, except that, in the case of the final payment in respect of any Equipment NoteSecured Certificate, such Equipment Note Secured Certificate shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment NoteSecured Certificate, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note Secured Certificate is registered on the Equipment Note Secured Certificate Register as the absolute owner and holder of such Equipment Note Secured Certificate for the purpose of receiving payment of all amounts payable with respect to such Equipment Note Secured Certificate and for all other purposes, and none of the Owner Trustee or the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Certificate Holder, all payments to it shall be made to the account of such Note Certificate Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount ofAll invoices submitted by the Consultant shall be in accordance with the cost provisions contained in the Agreement and shall contain a detailed description of the Deliverables, interest onincluding the quantity of the Deliverables, Make-Whole Amountfor which payment is requested. All invoices for services shall include itemized entries indicating the date or time period in which the services were provided, the amount of time spent performing the services, and a detailed description of the services provided during the period of the invoice. All Contracts for services that are procured as Sole Source must also contain a provision requiring the Contractor to submit itemized records indicating the dates that services were provided, a detailed description of the work performed on each such date, and the amount of time spent performing work on each such date. All invoices shall reflect the amounts invoiced by and the amounts paid to the Consultant as of the date of the invoice. Invoices for new charges shall not include “past due” amounts, if any, which amounts must be set forth on a separate invoice. Consultant shall not be entitled to invoice the County for any late fees or other penalties. In accordance with Section 34-177 of the Xxxx County Procurement Code, the County shall have a right to set off and other amounts due subtract from any invoice(s) or Contract price, a sum equal to any fines and penalties, including interest, for any tax or fee delinquency and any debt or obligation owed by the Consultant to the County. The Consultant acknowledges its duty to ensure the accuracy of all invoices submitted to the County for payment. By submitting the invoices, the Consultant certifies that all itemized entries set forth in the invoices are true and correct. The Consultant acknowledges that by submitting the invoices, it certifies that it has delivered the Deliverables, i.e., the goods, supplies, services or equipment set forth in the Agreement to the Using Agency, or that it has properly performed the services set forth in the Agreement. The invoice must also reflect the dates and amount of time expended in the provision of services under each Equipment Note the Agreement. The Consultant acknowledges that any inaccurate statements or hereunder will be payable negligent or intentional misrepresentations in Dollars by wire transfer of immediately the invoices shall result in the County exercising all remedies available funds to it in law and equity including, but not later than 12:30 p.m.limited to, New York City time, on the due date of a delay in payment or non-payment to the Mortgagee at Consultant, and reporting the Corporate Trust matter to the Xxxx County Office of the Independent Inspector General. When a Consultant receives any payment from the County for distribution among any supplies, equipment, goods, or services, it has provided to the Note Holders County pursuant to its Agreement, the Consultant must make payment to its Subcontractors within 15 days after receipt of payment from the County, provided that such Subcontractor has satisfactorily provided the supplies, equipment, goods or services in accordance with the manner Contract and provided hereinthe Consultant with all of the documents and information required of the Consultant. The Owner Trustee shall not have any responsibility for the distribution of such Consultant may delay or postpone payment to any Note Holder. Notwithstanding a Subcontractor when the foregoing Subcontractor’s supplies, equipment, goods, or any provision in any Equipment Note to services do not comply with the contraryrequirements of the Contract, the Mortgagee will use reasonable efforts to pay or cause to be paidConsultant is acting in good faith, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders in retaliation for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment a Subcontractor exercising legal or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04contractual rights.

Method of Payment. (a) The Original Amount principal of, interest on, Make-and Make- ----------------- Whole Amount, if any, and other amounts due under interest, on each Equipment Secured Note or hereunder will shall be payable in Dollars by wire transfer of immediately available funds not later than 12:30 funds, the receipt of which has been confirmed by a Responsible Officer of the Indenture Trustee (which shall be done promptly upon receipt thereof) on or before 12:00 p.m., New York City time, at the place of receipt, on the due date of payment therefor, to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among of the Note Holders in Indenture Trustee. Amounts so received by the manner provided herein. The Owner Indenture Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Indenture Trustee hereunder and under to each Holder on the due date therefor without any presentment or surrender of any Secured Note held by such holder's Equipment Note or Equipment Notes Holder by whichever of the following methods shall be specified by prior written notice from such Holder to such holder or a nominee therefor the Indenture Trustee: (including all amounts distributed pursuant to Article III of this Trust Indenturei) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, transferring prior to 2:00 p.m., New York City time, on the due such date of payment, such payment to an account maintained such Holder in immediately available funds by such holder with a bank located in the continental United States crediting the amount to be distributed to any Holder to any account maintained by such holder, Holder with the Indenture Trustee or (ii) by initiating a wire transfer prior to the time set forth in clause (i) of this Section 2.03(a) of such amount in immediately available funds to a banking institution designated in such notice with bank wire transfer facilities for credit to the account of such holder maintained Holder, in all cases without any presentment or surrender of any Secured Note, except that on the date of the final maturity thereof (whether at maturity, upon prepayment, acceleration or otherwise), the Holder of each Secured Note shall surrender such bankSecured Note promptly after payment; provided -------- that failure to so present such Secured Note shall not diminish the effect of full and final payment by the Owner Trustee. If any Holder does not specify one of the Mortgagee foregoing methods, payment will be made by check mailed to the registered address of such Holder. In the event the Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing sentence preceding sentences after its receipt of funds at the place and prior to on or before the time specified abovein this Section 2.03(a), the Mortgagee, Indenture Trustee in its individual capacity and not as trustee, agrees to compensate such holders each Holder for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Federal Funds overnight rate.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.PM, New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein, and payment of such amount by the Owner to the Mortgagee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the TRUST INDENTURE 16-1 BACK Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.PM, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I 1 thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount ofAll payments of the Obligations hereunder shall be made, interest onwithout setoff, Make-Whole Amountdeduction or counterclaim, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee Agent at the Corporate Trust Office for distribution among Agent's address specified pursuant to Article XIII, or at any other Lending Installation of the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed Agent specified in writing by any Note Holder (with a copy the Agent to the Owner Trustee)Borrower, all amounts paid by noon (Chicago time) on the date when due and shall be applied ratably by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on Agent among the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bankLenders. If the Mortgagee Borrower shall fail be required by law to make deduct any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment amounts from or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Notesum payable hereunder to the Agent or any Lender, such Equipment Note then the sum payable hereunder shall be surrendered increased so that, after making all required deductions, the Agent or such Lender receives an amount equal to the Mortgagee sum it would have received had no such deduction been made, and the Borrower shall indemnify the Agent and such Lender for cancellation promptly taxes, assessments and governmental charges imposed by any jurisdiction on account of amounts paid or payable pursuant to this sentence. Within 30 days after the date of any payment of any such payment. Notwithstanding amount withheld by the Borrower in respect of any other provision of this Trust Indenture payment to the contraryAgent or any Lender, the Mortgagee Borrower shall not be required to make, or cause to be made, wire transfers as aforesaid prior furnish to the first Business Day on which it is practicable Agent or such Lender the original or certified copy of a receipt evidencing payment thereof. Each payment delivered to the Agent for the Mortgagee account of any Lender shall be delivered promptly by the Agent to do so such Lender in view the same type of funds that the Agent received at its address specified pursuant to Article XIII or at any Lending Installation specified in a notice received by the Agent from such Lender. The Agent is hereby authorized to charge the account of the time Borrower which is designated by the Borrower maintained with First Chicago for each payment of day when principal, interest and fees as it becomes due hereunder; provided, that after a Default has occurred and is continuing or after the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place occurrence of payment. Prior to the due presentment for registration of transfer of any Equipment Notea Change in Control, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name Agent may so charge any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none account of the Owner Trustee or the Mortgagee shall be affected by any notice to the contraryBorrower without such designation. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it (a) no Default shall have specified some other account occurred and be continuing or manner of (b) no Change in Control has occurred, the Borrower may designate how each payment by notice is to the Mortgagee consistent with this Section 2.04be applied.

Method of Payment. The Corporation, either directly or through the Trustee or any agent of the Trustee, shall pay interest on the Debentures (aless any tax required to be withheld therefrom) The Original Amount ofto the Persons who are registered Holders of Debentures at the close of business on the fifth Business Day immediately preceding the related Interest Payment Date even if such Debentures are cancelled after such record date and on or before such Interest Payment Date. Principal, interest on, Make-Whole AmountPremium, if any, and other amounts due under each Equipment Note or hereunder will interest on the Debentures shall be payable by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Trustee. If payment is made by cheque, such cheque shall be forwarded at least three days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Trustee must receive confirmation of receipt of funds prior to being able to wire funds to Holders), such payment shall be made in Dollars a manner whereby the Holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above. On or prior to 11:00 a.m. Eastern time on the Business Day prior to the earlier of: (i) any Interest Payment Date, or the day cheques are required to be mailed in accordance with this Section, the Corporation shall deposit with the Trustee money sufficient to pay the full amount due on the relevant Interest Payment Date. Notwithstanding the foregoing, payment by wire transfer of immediately available funds not later than 12:30 p.m.shall be required with respect to principal, New York City timePremium, if any, and interest on all Global Debenture Certificates and all other Debentures the due date Holders of payment which shall have provided wire transfer instructions to the Mortgagee Corporation or the Paying Agent at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and least five Business Days prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such applicable payment is made and the Mortgagee date. Such payment shall be entitled to any interest earned on in such funds until such payment is made. Any payment made hereunder shall be made without any presentment coin or surrender of any Equipment Note, except that, in the case currency of the final payment in respect United States of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers America as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of at the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment payment is legal tender for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note public and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04private debts.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:30 a.m., New York City Chicago, Illinois time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided hereinherein and payment of such amount to the Mortgagee shall be deemed to satisfy the Owner’s obligation to make [Trust Indenture and Mortgage (NXXXUA)] such payment. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 1:00 p.m., New York City Chicago, Illinois time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the applicable Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City Chicago, Illinois time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.042.03.

Method of Payment. All Rent (aother than Excluded Amounts) The Original Amount ofpayable by Tenant hereunder shall be paid to Landlord or to such other person or persons as may be designated by not less than five (5) Business Days' advance written notice from Landlord to Tenant, interest on, Make-Whole Amount, if anyfrom time to time, and other amounts due under each Equipment Note or hereunder will shall be payable paid in Dollars by wire transfer of immediately available funds not Immediately Available Funds no later than 12:30 p.m.12:00 noon, New York City time, on the due scheduled date of when such payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall be due, unless such scheduled date shall not have any responsibility for the distribution of be a Business Day, in which case such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender at such time on the immediately preceding Business Day, with the same force and effect as though made on such scheduled dates; provided, however, that so long as the Lien of any Equipment Notethe Indenture has not been discharged in accordance with Section 3 thereof, except thatLandlord hereby irrevocably directs (it being agreed and understood that such direction shall be deemed to have been revoked after the Lien of the Indenture shall have been fully discharged in accordance with Section 3 thereof), and Tenant agrees, that all payments of Rent (other than Excluded Amounts) payable to the Landlord shall be paid in the case of the final payment in respect of any Equipment Note, such Equipment Note same manner as it would be paid to Landlord except it shall be surrendered paid directly to the Mortgagee Indenture Trustee for cancellation promptly after distribution in accordance with the Indenture at such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers account as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so set forth in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory Schedule A to the Participation Agreement or nominee thereof shall such other place in the United States as the Indenture Trustee may specify in writing from time to time thereafter (such writing to be a registered Note Holderdelivered not less than five (5) Business Days prior to the due date for the next payment of Rent and to be effective until subsequent written notice, all payments to it the "Indenture Trustee's Account"). Payments constituting Excluded Amounts shall be made to the account of Person entitled thereto at its Address, or to such Note Holder specified other place as such Person shall notify the Tenant in Schedule I thereto and otherwise in the manner provided in or pursuant writing (such writing to be delivered not less than five (5) Business Days prior to the Participation Agreement unless it shall have specified some other account or manner of due date for the next such payment by notice and to the Mortgagee consistent with this Section 2.04be effective until subsequent written notice).

Method of Payment. (a) The Original Amount of, interest on, Make-Whole any Break Amount, if anyapplicable, or any Prepayment Premium, if applicable, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 1:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.042.03.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if anyso payable, and other amounts due under each Equipment Note punctually paid or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City timeduly provided for, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contraryInterest Payment Date will, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior Indenture, be paid to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note this Security (or one or more Predecessor Securities (as defined in the Indenture)) is registered at the close of business on the Equipment Note Register Regular Record Date for such interest installment, which, except as otherwise provided in the Indenture, shall be the date 15 days prior to each Interest Payment Date (whether or not a Business Day) (the "Regular Record Date"), commencing May 15, 1998. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. The principal of and interest on the Securities shall be payable at the office or agency of the Company in the United States maintained for such purpose and at any other office or agency maintained by the Company for such purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that payment of interest may be made at the option of the Company by check mailed to the address of the holder entitled thereto or by wire transfer to an account in the United States appropriately designated by the holder entitled thereto prior to the record date for the corresponding interest payment date. Notwithstanding the foregoing, so long as the absolute owner and holder of such Equipment Note for any Securities is the purpose of receiving Property Trustee, the payment of all amounts payable with respect principal and interest on the Securities held by the Property Trustee will be made by wire transfer at such place and to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to United States as may be designated by the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Property Trustee.

Method of Payment. The Company will pay interest (aand Liquidated Damages, if any) on the Notes (except defaulted interest) to the person in whose name each Note is registered at the close of business on the May 19 or November 19 (each, a “Regular Record Date”) immediately preceding the relevant Interest Payment Date (other than with respect to a Note or portion thereof (i) with respect to which a notice of redemption shall have been mailed by the Company in accordance with Section 4.03 of the Indenture, which notice of redemption shall specify a Redemption Date that is after the close of business on a Regular Record Date and prior to the next Interest Payment Date, or (ii) repurchased in connection with a Designated Event on a Designated Event Repurchase Date that is after the close of business on a Regular Record Date and prior to the next Interest Payment Date, in which case accrued interest (and Liquidated Damages, if any) shall be payable (unless such Note or portion thereof is converted) to the Holder of the Note or portion thereof redeemed or repurchased in accordance with the applicable provisions of the Indenture). The Original Amount of, Holder must surrender Notes to a Paying Agent to collect principal payments. The Company will pay the principal and interest on, Make-Whole Amount(including Liquidated Damages, if any, and other amounts due under each Equipment Note Redemption Price, Purchase Price and Designated Event Repurchase Price, as applicable) on the Notes at the office or hereunder agency of the Company maintained for such purpose, in money of the United States that at the time of payment is legal tender for payment of public and private debts. Until otherwise designated by the Company, the Company’s office or agency maintained for such purpose will be payable the principal Corporate Trust Office of the Trustee. If the Notes are held in Dollars global form, principal and interest (including Liquidated Damages, if any, Redemption Price, Purchase Price and Designated Event Repurchase Price, as applicable) on the Notes shall be paid by wire transfer in immediately available funds in accordance with the written wire transfer instruction supplied by such Holder from time to time to the Trustee and Paying Agent (if different from the Trustee) at least two days prior to the applicable Regular Record Date; provided that any payment to the Depositary or its nominee shall be paid by wire transfer in immediately available funds in accordance with the wire transfer instruction supplied by the Depositary or its nominee from time to time to the Trustee and Paying Agent (if different from Trustee) at least two days prior to the applicable Regular Record Date. With respect to Notes held other than in global form, the Company will make payments by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of specified by the Holders thereof or, if no such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time account is specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposesa Holder, and none of the Owner Trustee or the Mortgagee shall be affected by any notice mailing a check to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a Holder’s registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04address.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.[11:00 a.m.], New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.11:00 a.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of neither the Owner Trustee or nor the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole any Break Amount, if anyapplicable, or any Prepayment Premium, if applicable, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 1:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12:00 noon, New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The After transferring (or causing the transfer of) the above amounts to the Indenture Trustee, the Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holderHolder's Equipment Note or Equipment Notes to such holder Holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder Holder with a bank located in the continental United States the amount to be distributed to such holderHolder, for credit to the account of such holder Holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trusteetrustee and without indemnification or right of reimbursement under any Operative Document, agrees to compensate such holders Holders for loss of use of funds at the Debt Rate in accordance with industry standards for this type of transaction until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds Trust Indenture until such payment is made. Any payment made hereunder shall be made free and clear of and without reduction for or on account of all wire and like charges and without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder Holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of neither the Owner Trustee or nor the Mortgagee Indenture Trustee shall be affected by any notice to the contrary, unless and until such change is reflected in the Register. So long as any signatory to the Participation Refunding Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I III thereto and otherwise in the manner provided in or pursuant to the Participation Refunding Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. The Issuers will pay interest on the Notes to the Persons who are registered Holders of Notes at the close of business on the April 15 or October 16 (a) The Original Amount ofwhether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest; provided, however, that in 2026, the Record Date will occur on April 7 instead of April 15. Payment of interest onmay be made by check mailed to the Holders at their addresses set forth in the register of Holders, Make-Whole Amountprovided, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars that payment by wire transfer of immediately available funds not later than 12:30 p.m.will be required with respect to principal of and interest and premium, New York City timeif any, on on, all Global Notes and all other Notes the due date Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. In the event that the Issuers shall determine to pay PIK Interest, in part or in full, for any Interest Period, then the Issuers shall deliver a notice (a “PIK Notice”) to the Mortgagee at Trustee following the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and Determination Date but prior to the time specified abovefirst day of the relevant Interest Period, which notice shall state the Mortgageetotal amount of interest to be paid on the Interest Payment Date in respect of such Interest Period. The Trustee, in its individual capacity on behalf of and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case expense of the final payment Issuer, shall promptly deliver a corresponding notice provided by the Issuer to the Holders. For the avoidance of doubt, failure to deliver a PIK Notice in accordance with the Indenture shall not be an Event of Default. For the avoidance of doubt, interest on the Notes in respect of any Equipment Note, such Equipment Note Interest Period for which a PIK Notice is not delivered in accordance with the Indenture must be paid entirely in cash. Interest for the last Interest Period ending at the stated maturity of the Notes shall be surrendered payable entirely in cash. If the Issuers are entitled to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision pay PIK Interest in respect of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee Issuers may elect (subject to the restrictions contained in this Note), without the consent of the Holders of the Notes (and without regard to any restrictions or limitations set forth under Section 4.09 of the Mortgagee shall deem and treat Indenture), to pay the Person applicable amount of PIK Interest (in whose name any Equipment accordance with the requirements contained in this Note) for such Interest Period in respect of this Note is registered on the Equipment Note Register as the absolute owner and holder Interest Payment Date in respect of such Equipment Interest Period by (i) increasing the outstanding principal amount of this Note for by an amount equal to the purpose of receiving payment of all amounts payable PIK Interest elected to be paid (rounded up to the nearest whole dollar), with respect to such Equipment Note and for all other purposesGlobal Notes; and, and none upon receipt of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holderan Issuer Order, all payments to it an adjustment shall be made by the Trustee to reflect such increase in the “Schedule of Exchanges of Interests” in the Global Note or (ii) issuing PIK Notes under the Indenture on the same terms and conditions as this Note in an amount equal to the account PIK Interest elected to be paid (rounded up to the nearest whole dollar) (in each case of (i) and (ii), a “PIK Payment”). Following an increase in the principal amount of the outstanding Notes as a result of a PIK Payment, the Notes will bear interest on such increased principal amount from and after the date of such Note Holder specified in Schedule I thereto PIK Payment. Any PIK Notes issued will be dated as of the applicable Interest Payment Date and otherwise in the manner provided in or will bear interest from and after such date. All Notes issued pursuant to a PIK Payment will mature on the Participation Agreement unless it shall have specified some other account or manner same date as the Notes in respect of which such PIK Payment was made as a payment by notice of PIK Interest, and will be governed by, and subject to the Mortgagee consistent terms, provisions and conditions of, the Indenture and will have the same rights and benefits of the Notes in respect of which such PIK Payment was made as a payment of PIK Interest. Any certificated PIK Notes will be issued with this Section 2.04the description “PIK” on the face of such PIK Notes.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.PM, New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein, and payment of such amount to the Mortgagee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.PM, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I 1 thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. The Company will pay interest on the Notes (aexcept defaulted interest) The Original Amount of, interest on, Make-Whole Amountand Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Any such installment of interest or Liquidated Damages, if any, not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Interest Payment Date, and may be paid to the registered Holders at the close of business on a special Interest Payment Date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders not less than 10 days prior to such special Interest Payment Date, or may be paid at any time in any other amounts due under each Equipment Note or hereunder lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Notes will be payable as to principal, Redemption Price, Purchase Price, interest and Liquidated Damages, if any, at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages may be made by check mailed to the Holders at their addresses set forth in Dollars the register of Holders, provided that payment by wire transfer of immediately available funds not later than 12:30 p.m.will be required with respect to principal, New York City timeRedemption Price and Purchase Price of, on and interest and Liquidated Damages (if any) on, all Global Notes and all other Notes the due date Holders of payment which shall have provided wire transfer instructions to the Mortgagee at Trustee or the Corporate Trust Office for distribution among Paying Agent. Such payment shall be in such coin or currency of the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained America as at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment payment is legal tender for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note public and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04private debts.

Method of Payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in such Indenture, be paid to the Person in whose name this Security (aor one or more Predecessor Securities) The Original Amount ofis registered at the close of business on the Record Date for such interest, which shall be January 16 and July 16, as the case may be, next preceding such Interest Payment Date. Any such interest onnot so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, Make-Whole Amountnotice thereof having been given to Holders of Securities not less than 10 days prior to such Special Record Date, all as more fully provided in said Indenture. Payment of the principal of (and premium, if any, ) and other amounts due under each Equipment Note or hereunder will any such interest on this Security shall be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee made at the Corporate Trust Office in U.S. Dollars. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for distribution among all purposes have the Note Holders in same effect as if set forth at this place. Authentication. Unless the manner provided herein. The Owner certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment benefit under the Indenture or be valid or obligatory for any purpose. Global Note Dated: [●] WYNDHAM DESTINATIONS, INC. By: Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION Dated: [●]U.S. BANK NATIONAL ASSOCIATIONas Trustee, certifies that this is made. Any payment made hereunder shall be made without any presentment or surrender one of any Equipment Note, except that, the Securities of the series referred to in the case of the final payment in respect of any Equipment Note, such Equipment Indenture. By: Authorized Signatory Global Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.[REVERSE OF NOTE]

Method of Payment. The Contractor shall submit an invoice for work provided and expenses incurred to the appropriate Participating JBE , no more often than each Pay Period for each authorized Order; separate invoices are to be submitted for each Assigned Personnel. After receipt of invoice, the Participating JBE will either approve the invoice for payment or give the Contractor specific written reasons why part or all of the payment is being withheld and what remedial actions the Contractor must take to receive the withheld amount. The Participating JBE will make payment in arrears after receipt of the Contractor’s properly completed invoice. The Contractor shall submit an invoice, including one (a1) correct original and one (1) copies, to the Participating JBE’s address shown on the Order. Every invoice shall clearly indicate at least the following: The Original Amount ofMaster Agreement Number; The Order Number; An unique invoice number; The Contractor's name and address; The taxpayer identification (Contractor’s federal employer identification number); The name of the Reports To, interest on, Make-Whole Amountas indicated on the Order; and A preferred remittance address, if anydifferent from the mailing address. In addition to the requirements set forth in subparagraph B, above, invoices shall also include the following, as applicable: The Assigned Personnel’s name and Classification; The hours and dates the Assigned Personnel provided work for an Assignment and a copy of the Assigned Personnel’s Time Sheet(s) for the invoiced Pay Period; The applicable Billing Rate set forth in the Order; The actual cost for background checks: a copy of the receipt or invoice for the checks or an original receipt, if requested; For subcontracted work, a copy of the Subcontractor’s invoice, including applicable Subcontractor Billing Rate; For allowable travel by the Assigned Personnel: the actual Travel Expense, the dates and purpose for the travel, a copy of the travel receipts, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date proof of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paidAssigned Personnel; and Overtime Pay, if so directed allowable, in writing by any Note Holder (accordance with a copy to the Owner Trustee), all amounts paid this Exhibit. Please note that invoices or vouchers not on printed bill heads shall be signed by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee Contractor or the Mortgagee shall be affected by any notice to person furnishing the contrary. So long as any signatory to the Participation Agreement supplies or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04services.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will All payments required to be payable made pursuant to this Agreement shall be made in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment (i) with respect to the Mortgagee at Facility Fee and the Corporate Trust Office for distribution among the Note Holders Utilization Fee, in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note United States dollars to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States designated by the amount Administrative Agent pursuant to be distributed Section 2.3, (ii) with respect to such holderpayments relating to Loans (including, without limitation, principal, interest, any Gross-up or any payments pursuant to Section 2.18 or 10.3) or CAF Advances, in the lawful currency of the country in which the Loan or CAF Advance is denominated, to the Administrative Agent for credit to the account of such holder maintained the Banks at (A) the Domestic Funding Office, with respect to each Domestic Loan and each CAF Advance denominated in United States dollars, (B) the Eurodollar Funding Office, with respect to each Eurocurrency Loan which is denominated in United States dollars, (C) the Foreign Currency Funding Office, with respect to each Foreign Currency Loan or CAF Advance denominated in a Foreign Currency or (D) in each case, at such bankother location as may be agreed upon by the Administrative Agent and the Company and (iii) with respect to any other payment due hereunder, in such currency and in such place or office as may be required hereunder or as may otherwise be agreed upon by the Administrative Agent and the Company. If the Mortgagee The Administrative Agent shall fail to make any distribute such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior payments to the time specified aboveBanks promptly upon receipt in like funds as received. Whenever any payment of principal of, or interest on, any Domestic Loan or of the Facility Fee shall be due on a day which is not a Domestic Business Day, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders date for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee thereof shall be entitled extended to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except thatthe next succeeding Domestic Business Day and, in the case of the final a payment in respect of any Equipment Noteprincipal, such Equipment Note interest thereon shall be surrendered to the Mortgagee payable for cancellation promptly after such paymentextended time. Notwithstanding Whenever any other provision payment of this Trust Indenture to the contraryprincipal of, or interest on, any Eurocurrency Loan which is denominated in United States dollars shall be due on a day which is not a Eurodollar Business Day, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable date for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be extended to the next succeeding Eurodollar Business Day, unless as a registered Note Holderresult thereof such date would fall in the next calendar month, all payments to it in which case, such date shall be made advanced to the account of such Note Holder specified in Schedule I thereto and otherwise next preceding Eurodollar Business Day, and, in the manner provided in or pursuant case of a payment of principal, interest thereon shall be payable to the Participation Agreement unless it shall have specified some other account or manner date of payment by notice as extended or advanced as the case may be. Whenever any payment of principal of, or interest on, any Foreign Currency Loan shall be due on a day which is not a Foreign Currency Business Day, the date for payment thereof shall be extended to the Mortgagee consistent with this Section 2.04next succeeding Foreign Currency Business Day, unless as a result thereof such date would fall in the next calendar month, in which case, such date shall be advanced to the next preceding Foreign Currency Business Day, and, in the case of a payment of principal, interest thereon shall be payable to the date of payment as extended or advanced as the case may be.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, Borrower shall make each payment under this Agreement and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds the Notes not later than 12:30 p.m.1:00 P.M. Philadelphia, New York City time, Pennsylvania time on the date when due date in lawful money of payment the United States to the Mortgagee Agent at its Lending Office (as set forth in Section 9.02 (b) for the Corporate Trust account of the applicable Lending Office for distribution among the Note Holders of each Bank in the manner provided hereinimmediately available Dollars. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Agent will use reasonable efforts to pay or promptly thereafter cause to be paid, if so directed distributed (1) such payments of principal and interest in writing by any Note Holder (with a copy like funds to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, each Bank for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided its applicable Lending Office in the immediately foregoing sentence after its receipt of funds at proportion that such Bank’s Loans to which the place and prior payment applies bears to the time specified abovetotal amount of all Banks’ Loans to which the payment applies and (2) other fees payable to any Bank to be applied in accordance with the terms of this Agreement. The Borrower hereby authorizes each Bank, if and to the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such extent payment is not made and when due under this Agreement or under the Mortgagee Notes, to charge from time to time against any account of the Borrower with such Bank any amount as due. Whenever any payment to be made under this Agreement or under the Notes shall be entitled stated to any interest earned be due on a day other than a Business Day, such funds until such payment is made. Any payment made hereunder payments shall be made without any presentment or surrender on the next succeeding Business Day, and such extension of any Equipment Notetime shall be included in the computation of the payment of interest and the Availability Fee, except thatas the case may be, except, in the case of a LIBOR Rate Loan, if the final result of such extension would be to extend such payment into another calendar month, such payment shall be made on the immediately preceding Business Day. Borrower further certifies that Borrower holds legitimate ownership of such account(s) and preauthorizes this periodic debit as part of its right under said ownership. With respect to each payment hereunder, except as specifically provided otherwise herein or in respect any of the other Loan Documents, the Borrower may designate by written notice to the Agent prior to or concurrently with such payment the specific Loans or other Obligations that are to be paid, repaid or prepaid, provided that (i) unless made together with all amounts required hereunder to be paid as a consequence thereof, a prepayment of a LIBOR Rate Loan may be made only on the last day of the Interest Period applicable thereto, and (ii) each payment on account of any Equipment NoteObligations to or for the account of one or more Banks shall be apportioned ratably among such Banks in proportion to the amounts of such Obligations owed to them respectively. In the absence of any such designation by the Borrower, or if an Event of Default has occurred and is continuing, such Equipment Note payment shall be surrendered applied by the Agent and the Banks in the following manner and order: (i) first, to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect Agency Fees and Expenses; (ii) second, to such Equipment Note the payment on a pari passu basis of the Loans and for all any indebtedness owed to the Banks under any Swap Agreement; and (iii) third, to the payment of any other purposesObligations as directed by the Required Banks. Payments allocated to the Loans shall be applied as follows: (1) first, to the payment of interest on, and none then the principal portion of any Base Rate Loans; and then (2) second, to the payment of interest on, and then the principal portion of, any LIBOR Rate Loans. Each determination of the Owner Trustee Base Rate or a LIBOR Rate by the Agent pursuant to this Agreement shall be conclusive and binding on all parties hereto absent manifest error. The Borrower acknowledges that to the extent interest payable on Base Rate Loans is based on the base rate, such rate is only one of the bases for computing interest on loans made by the Banks, and by basing interest payable on Base Rate Loans on such base rate, the Banks have not committed to charge, and the Borrower has not in any way bargained for, interest based on a lower or the Mortgagee shall be affected by any notice to lowest rate at which the contrary. So long as any signatory to the Participation Agreement Banks may now or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant future make loans to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04borrowers.

Method of Payment. (a) The Original Amount principal amount of, interest on, Make-Whole Amount, if any, and and, except to the extent expressly provided herein, all other amounts due to any Noteholder under each Equipment Note or otherwise payable hereunder will shall be payable by Owner Trustee in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., 10:00 a.m. (New York City time, ) on the due date of payment to the Mortgagee Loan Trustee at the Corporate Trust Office for distribution among the Note Holders Noteholders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note HolderNoteholder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Loan Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder Noteholder (with a copy to the Owner TrusteeTrustee and Lessee), all amounts paid by the Owner Trustee hereunder and under such holderNoteholder's Equipment Note or Equipment Notes to such holder Noteholder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust IndentureIII) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., 12:00 noon (New York City time, ) on the due date of payment, to an account maintained by such holder Noteholder with a bank located in the continental United States the amount to be distributed to such holderNoteholder, for credit to the account of such holder Noteholder maintained at such bank. If the Mortgagee shall fail to make any such payment as ; provided that, in the immediately foregoing sentence event the Equipment Notes are not held by Subordination Agent on behalf of Pass Through Trustees, Loan Trustee may at its option pay such amounts by check mailed to Noteholder's address as it appears on the Equipment Note Register. If, after its receipt of funds at the place and prior to the time specified aboveabove in the immediately preceding sentence, Loan Trustee fails (other than as a result of a failure of Noteholder to provide it with wire transfer instructions) to make any such payment required to be paid by wire transfer as provided in the Mortgageeimmediately preceding sentence on the Business Day it receives such funds, Loan Trustee, in its individual capacity and not as trustee, agrees to compensate such holders Noteholders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Loan Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Loan Trustee for cancellation promptly after such paymentcancellation. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Loan Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Loan Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., 1:00 p.m. (New York City time, ) at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. The Company shall pay interest on the Notes (aexcept defaulted interest) The Original Amount of, interest on, Make-Whole Amountand Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the April 1 and October 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Any such installment of interest or Additional Interest, if any, not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Interest Payment Date, and may be paid to the registered Holders at the close of business on a special interest payment date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders not less than 10 days prior to such special interest payment date, or may be paid at any time in any other amounts due under each Equipment Note or hereunder lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Notes will be payable as to principal, Redemption Price, Purchase Price, interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in Dollars the register of Holders, provided that payment by wire transfer of immediately available funds not later than 12:30 p.m.will be required with respect to principal, New York City timeRedemption Price and Purchase Price of, on and interest and Additional Interest (if any) on, all Global Notes and all other Notes the due date Holders of payment which shall have provided wire transfer instructions to the Mortgagee at Trustee or the Corporate Trust Office for distribution among Paying Agent. Such payment shall be in such coin or currency of the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained America as at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment payment is legal tender for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note public and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04private debts.

Method of Payment. The Company will pay interest on the Securities (aexcept defaulted interest) to the Persons who are registered holders of Securities at the close of business on January 15 or July 15 next preceding the interest payment date even if Securities are canceled after the record date and on or before the interest payment date. Holders must surrender Securities to a Paying Agent to collect principal payments. The Original Amount ofCompany shall pay principal, interest on, Make-Whole Amountpremium, if any, and other amounts interest in money of the United States that at the time of payment is legal tender for payment of public and private debts, except that interest may, at the option and in the sole discretion of the Company, be paid in additional Securities (the "Additional Securities"). If the Company elects to issue Additional Securities in lieu of cash payment of interest due under each Equipment Note on any Security on any Interest Payment Date, the Company shall give written notice of such election to the Trustee on or hereunder before, but not more than 45 days prior to, the record date for the applicable Interest Payment Date, and execute Additional Securities, dated the date of such Interest Payment Date, in a principal amount equal to the amount of cash interest due but not paid in cash on such Interest Payment Date; provided, however, that without limiting the Company's obligation to make interest payments on the dates provided therefor in cash or Additional Securities, the failure to give such notice shall not obligate the Company to make an interest payment in cash if it would otherwise be permitted to make such payment with Additional Securities which payment may be so made during any permitted grace period; provided further, however that the Trustee receives notice of such election by the Company 10 days prior to the Interest Payment Date. The issuance of such Additional Securities shall constitute payment in full of the interest in lieu of cash payment of which such Additional Securities are issued. Each issuance of Additional Securities in lieu of cash payments of interest on the Securities shall be made pro rata with respect to the outstanding Securities, provided that the Company may at its option pay cash in lieu of issuing Additional Securities in any denomination of less than $1,000 as selected by the Company. Cash payments in respect of Securities (including principal, premium and interest) will be payable in Dollars made by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at accounts specified by the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paidholders thereof or, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an no United States dollar account maintained by such holder the payee with a bank located in the continental United States the amount to be distributed to such holder, for credit is designated by any holder to the account of such holder maintained Trustee or the Paying Agent at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and least 30 days prior to the time specified aboverelevant due date for payment (or such other date as the Trustee may accept in its discretion), by mailing a check to the registered address of such holder. Each Additional Security shall be subject to the same terms and conditions as the Securities, including, without limitation, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss provisions of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case Article 10 of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Indenture.

Method of Payment. (a) The Original Amount of, interest on, and any Make-Whole Amount, if any, and Amount or other amounts amount due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust IndentureMortgage) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to before 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If Mortgagee fails to initiate the Mortgagee shall fail to make transfer by federal wire transfer of any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to before the time specified aboveabove by reason of its failure to use ordinary care, the Mortgagee, in its individual capacity and not as trustee, agrees to SSB shall compensate such holders for loss of use of funds at the Debt Rate until such payment is made made, and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture Mortgage to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to before the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.11:00 a.m., New York City time, at the place of payment. Prior to Before the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the neither Owner Trustee or the nor Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto thereto, and otherwise in the manner provided in or pursuant to the Participation Agreement Agreement, unless and until it shall have specified specifies some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04(S) 2.03.

Method of Payment. Upon any payment of interest on this Note, the Principal Paying Agent (aas defined below) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment shall cause Schedule A of this Note or hereunder to be endorsed to reflect such payment. No payment on this Note will be payable made at any office or agency of the Company in Dollars the United States (as defined below) or by check mailed to an address in the United States or by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder the Holder of this Note with a bank located in the continental United States the amount to except as may be distributed to such holder, for credit permitted under United States federal tax laws and regulations then in effect without adverse tax consequences to the account of such holder maintained at such bankCompany. If Notwithstanding the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except thatforegoing, in the case event that payment in U.S. dollars of the final full amount payable on this Note at the offices of all Non-U.S. Paying Agents (as defined below) would be illegal or effectively precluded as a result of exchange controls or similar restrictions, payment on this Note will be made by a Paying Agent in respect the Borough of any Equipment NoteManhattan, The City of New York, if and only if (i) such Equipment Note shall Paying Agent, under applicable law and regulations, would be surrendered able to make such payment and (ii) such payment would not involve, in the Mortgagee opinion of the Company, adverse tax consequences for cancellation promptly after such paymentthe Company. Notwithstanding any other provision of this Trust Indenture Note, no payment of principal or interest shall be made on any portion of this Note unless there shall have been delivered to the contrary, Principal Paying Agent a certificate substantially in the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view form of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable Exhibit 2 hereto with respect to the portion of this Note with respect to which such Equipment Note and for all other purposesprincipal or interest is to be paid. Such certificate shall have been delivered to the Principal Paying Agent by Morgan Guaranty Trust Company of New York, and none Brussels office, xx xxerator of the Owner Trustee Euroclear System (the "Euroclear Operator"), or the Mortgagee Cedel Bank, societe anonyme ("Cedel Bank") and shall be affected by any notice based on a certificate substantially in the form of Exhibit 1 hereto provided to the contraryEuroclear Operator or Cedel Bank, as the case may be, by those of its account holders who are to receive such payment of principal or interest. So long as any signatory Owners of beneficial interests in this Note must look solely to the Participation Agreement Euroclear Operator or nominee thereof shall be a registered Note HolderCedel Bank, all payments to it shall be as the case may be, for their share of each payment made to the account bearer of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Note.

Method of Payment. (a) The Original Amount principal amount of, interest on, Make-Whole Amount, if any, and and, except to the extent expressly provided herein, all other amounts due to any Noteholder under each Equipment Note or otherwise payable hereunder will shall be payable by the Owner Trustee in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., 11:00 a.m. (New York City time, ) on the due date of payment to the Mortgagee Loan Trustee at the Corporate Trust Office for distribution among the Note Holders Noteholders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note HolderNoteholder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Loan Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder Noteholder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holderNoteholder's Equipment Note or Equipment Notes to such holder Noteholder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture3) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., 12:00 Noon (New York City time, ) on the due date of payment, to an account maintained by such holder Noteholder with a bank located in the continental United States the amount to be distributed to such holderNoteholder, for credit to the account of such holder Noteholder maintained at such bank. If the Mortgagee shall fail to make any such payment as ; provided that, in the immediately foregoing sentence event the Equipment Notes are not held by the Subordination Agent on behalf of the Pass Through Trustees, the Loan Trustee may at its option pay such amounts by check mailed to the Noteholder's address as it appears on the Equipment Note Register. If, after its receipt of funds at the place and prior to the time specified aboveabove in the immediately preceding sentence, the MortgageeLoan Trustee shall fail (other than as a result of a failure of the Noteholder to provide it with wire transfer instructions) to make any such payment required to be paid by wire transfer as provided in the immediately preceding sentence on the Business Day it receives such funds, the Loan Trustee, in its individual capacity and not as trustee, agrees to compensate such holders Noteholders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Loan Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Loan Trustee for cancellation promptly after such paymentcancellation. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Loan Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Loan Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., 1:00 p.m. (New York City time, ) at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount ofSubject to Section 9.1(c), interest ondistributions required to be made to Certificateholders on any Distribution Date shall be made to each Certificateholder of record on the preceding Record Date either by wire transfer, Make-Whole Amountin immediately available funds, to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions signed by two authorized officers, if any, at least five Business Days prior to such Distribution Date and other amounts due under each Equipment Note or hereunder such Certificateholder's Trust Certificates in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed to such Certificateholder at the address of such Certificateholder appearing in the Certificate Register; provided, however, that, unless Definitive Certificates have been issued pursuant to Section 3.12, with respect to Trust Certificates registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), distributions will be payable in Dollars made by wire transfer of in immediately available funds not later than 12:30 p.m.to the account designated by such nominee. Notwithstanding the foregoing, New York City time, the final distribution in respect of any Trust Certificate (whether on the due date Certificate Final Distribution Date or otherwise) shall be payable only upon presentation and surrender of payment to the Mortgagee such Trust Certificate at the Corporate Trust Office for distribution among of the Note Holders Eligible Lender Trustee or such other location specified in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note writing to the contraryCertificateholder thereof. Subject to Section 9.1(c), the Mortgagee will use reasonable efforts to pay or cause distributions required to be paid, if so directed in writing by any Note Holder (with a copy made to the Owner Trustee), all amounts paid by holder of the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes Excess Distribution Certificate on any Distribution Date shall be made to such the holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, record on the preceding Record Date either by wire transfer of transfer, in immediately available funds in Dollarsfunds, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at a bank or other entity having appropriate facilities therefor, if such bank. If holder shall have provided to the Mortgagee shall fail Excess Distribution Certificate Registrar appropriate written instructions signed by two authorized officers, if any, at least five Business Days prior to make any such payment as provided Distribution Date, or, if not, by check mailed to such holder at the address of such holder appearing in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Excess Distribution Certificate Register.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (i) All payments of principal, interest, and fees hereunder to the Global Administrative Agent shall be made, without setoff, deduction or counterclaim (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable at the Global Administrative Agent’s office at the applicable location at which such Advance was made in Dollars by wire transfer of immediately available funds not later with respect to Advances denominated in Dollars and (b) in the Global Administrative Agent’s applicable Eurocurrency Payment Office in immediately available funds with respect to any Advance denominated in an Agreed Currency other than 12:30 p.m.Dollars, in each case, or at any other Lending Installation of the Global Administrative Agent specified in writing (by 11:00 a.m. (New York time) on the day before the date when due) by the Global Administrative Agent to the applicable Borrower, by 12:00 noon local time in New York, New York City time, with respect to Advances denominated in Dollars and 12:00 noon local time in the Global Administrative Agent’s Eurocurrency Payment Office with respect to Advances denominated in an Agreed Currency other than Dollars on the date when due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment ratably among the relevant Lenders (unless such amount is not to be shared ratably in accordance with the terms hereof). Each Advance shall be repaid or surrender prepaid in the currency in which it was made (the “Advanced Currency”) in the amount borrowed and interest payable thereon shall be paid in such Advanced Currency. Notwithstanding anything in this Agreement, the obligation of any Equipment Note, except that, in the case of the final payment Borrower in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Advance shall not be required discharged by an amount paid in any currency other than the Advanced Currency or at another location other than the location designated by the Global Administrative Agent, whether pursuant to makea judgment or otherwise, or cause to be made, wire transfers as aforesaid prior to the first Business Day extent the amount so paid, on which it is practicable prompt conversion into the Advanced Currency and transfer to the relevant Lenders under normal banking procedure, does not yield the amount of the Advanced Currency due under the Loan Documents. In the event that any payment, whether pursuant to a judgment or otherwise, upon conversion and transfer, does not result in payment of the amount of the Advanced Currency due under the Loan Documents, such Lender shall have an independent cause of action against each of the Borrowers for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of paymentcurrency deficit. Prior Each payment delivered to the due presentment Global Administrative Agent for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of any Lender shall be delivered promptly by the Global Administrative Agent to such Note Holder Lender in the same type of funds which the Global Administrative Agent received at its address specified pursuant to Article XIV or at any Lending Installation specified in Schedule I thereto and otherwise in a notice received by the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Global Administrative Agent from such Lender.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if anyso payable, and other amounts due under each Equipment Note punctually paid or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City timeduly provided for, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contraryInterest Payment Date will, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior Indenture, be paid to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note this Debenture (or one or more Predecessor Debentures) is registered at the close of business on the Equipment Note Register as regular record date for such interest installment, which shall be the absolute owner close of business on the Business Day next preceding such Interest Payment Date. [IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business on the 15th day of the month in which such Interest Payment Date occurs.] (the "Regular Record Date"), commencing [-]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and holder may either be paid to the Person in whose name this Debenture (or one or more Predecessor Debentures) is registered at the close of business on a Special Record Date for the payment of such Equipment Note Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Debentures may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Debenture will be made at the office or agency of the Company maintained for that purpose in West Des Moines, Iowa, in such coin or currency of the purpose United States of receiving America as at the time of payment is legal tender for payment of all amounts payable with respect to such Equipment Note public and for all other purposesprivate debts; provided, and none however, that, at the option of the Owner Trustee or the Mortgagee shall Company, payment of interest may be affected made by any notice check mailed to the contrary. So long address of the Person entitled thereto as any signatory to the Participation Agreement or nominee thereof such address shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise appear in the manner provided in Register or pursuant by wire transfer to an account appropriately designated by the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Person entitled thereto.

Method of Payment. The Company will pay interest (aexcept as provided pursuant to Article Seven of the Indenture with respect to defaulted interest and interest) The Original Amount ofon the principal amount of the Notes as provided above on each April 1 and October 1 to the Persons who are Holders (as reflected in the Debt Security register at the close of business on the March 15 and September 15 next preceding the applicable Interest Payment Date), interest oneven if such Notes are cancelled after such Record Date and on or before such Interest Payment Date. On and after the redemption or repurchase of any of the Notes by the Company, Make-Whole Amountinterest, if any, shall cease to accrue on the Notes, or portion thereof, subject to redemption or repurchase. With respect to the payment of principal, the Company will make payment to the Holder that surrenders this Note to a Paying Agent with respect to the Notes (a "Paying Agent") on or after October 1, 2012. Principal of and premium, if any, and other amounts due under each Equipment Note or hereunder interest on the Notes initially will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.payable, New York City time, on the due date of payment subject with respect to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Global Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferredcompliance with DTC's customary procedures, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the accounts specified by the registered Holder of the Notes or, if no account is specified, by mailing a check to each such Holder's registered address. The Notes will be exchangeable and transfers of such holder maintained at such bank. If the Mortgagee shall fail Notes will be registrable, subject to make any such payment as the limitations provided in the immediately foregoing sentence after its receipt of funds Indenture (as defined below), at the place principal corporate trust office of the Trustee (as defined below) in New York, New York. If any Interest Payment Date, stated maturity date or earlier redemption date falls on a Saturday, a Sunday, or a day on which banking institutions are authorized by law to close, then the required payment of principal of and prior premium, if any, and interest may be made on the next succeeding day not a Saturday, a Sunday or a day on which banking institutions are authorized by law to close, as if it were made on the time specified abovedate payment was due, and no interest will accrue on the amount so payable for the period from and after that interest payment date, the Mortgageestated maturity date or earlier redemption date, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment may be. All payments made in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause Notes are to be made, wire transfers made in such coin or currency of the United States of America as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of at the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment payment is legal tender for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note public and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04private debts.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:30 a.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.11:30 a.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Principal Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note Secured Certificate or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.12:00 noon, New York City time, on the due date of payment to the Mortgagee Indenture Trustee at the Corporate Trust Office for distribution among the Note Certificate Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Certificate Holder. Notwithstanding the foregoing or any provision in any Equipment Note Secured Certificate to the contrary, the Mortgagee Indenture Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Certificate Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note ’s Secured Certificate or Equipment Notes Secured Certificates to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Indenture Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment NoteSecured Certificate, except that, in the case of the final payment in respect of any Equipment NoteSecured Certificate, such Equipment Note Secured Certificate shall be surrendered to the Mortgagee Indenture Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Indenture Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Indenture Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment NoteSecured Certificate, the Owner Trustee and the Mortgagee Indenture Trustee shall deem and treat the Person in whose name any Equipment Note Secured Certificate is registered on the Equipment Note Secured Certificate Register as the absolute owner and holder of such Equipment Note Secured Certificate for the purpose of receiving payment of all amounts payable with respect to such Equipment Note Secured Certificate and for all other purposes, and none of the Owner Trustee or the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Certificate Holder, all payments to it shall be made to the account of such Note Certificate Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Indenture Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, Principal and interest on, Make-Whole Amount, if any, and other ----------------- amounts due hereunder or under each the Equipment Note Notes or hereunder will in respect hereof or thereof shall be payable in Dollars by wire transfer of in immediately available funds not later than 12:30 p.m.prior to 11:00 a.m., New York City time, on the due date of payment thereof, to the Mortgagee Indenture Trustee at its Corporate Trust Department located at the Corporate Trust Office address specified in Section 2.07 and the Indenture Trustee shall, subject to the terms and conditions hereof, remit all such amounts so received by it to the Noteholders at such account or accounts at such financial institution or institutions as the Noteholders shall have designated to the Indenture Trustee in writing (which in the case of each initial Noteholder shall be its respective account designated on Schedule II to the Participation Agreement under the heading "Loan Participants"), in immediately available funds for distribution among to the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of relevant Noteholders, such payment to be made, in the case of any Note Holder. Notwithstanding the foregoing or any provision such designated account in any Equipment Note to the contraryNew York, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in DollarsNew York, prior to 2:00 p.m., New York City time, on the due date of paymentthereof. In the event the Indenture Trustee, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holderthrough negligence or willful misconduct, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders the Noteholders for loss of use of funds at the Debt Rate until such payment is made in a commercially reasonable manner, and the Mortgagee Owner Trustee shall be entitled have no liability for and the Indenture Estate shall not secure any such loss or any overdue interest on the Equipment Notes in connection with any such failure of the Indenture Trustee to any interest earned on timely distribute funds. All such funds until such payment is made. Any payment made hereunder payments by the Owner Trustee and the Indenture Trustee shall be made without any presentment or surrender of any Equipment Note, except that, in the case Note and free and clear of the final payment in respect and without reduction for account of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any all wire and other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of paymentlike charges. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall Indenture Trustee may deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposespurposes whether or not such Equipment Note shall be overdue, and none of neither the Owner Trustee or nor the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So If any sum payable under the Equipment Notes or under this Indenture falls due on a day which is not a Business Day, then such sum shall be payable on the next succeeding Business Day, without additional interest as a result of such extension so long as any signatory to such payment is made on such Business Day; provided that if by virtue of such extension such amount would be paid in the Participation Agreement or nominee thereof next succeeding calendar month, such amount shall be a registered Note Holder, all payments to it shall be made to paid on the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04next preceding Business Day.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee Loan Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Loan Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III (ss.) 3 of this Trust IndentureMortgage) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States States, the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Loan Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, WTC agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee Loan Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Loan Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture Mortgage to the contrary, the Mortgagee Loan Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Loan Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Loan Trustee shall deem and treat the 2002 EETC - Mortgage (LL) (11) 12 Mortgage N__TZ Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee Loan Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Loan Trustee consistent with this Section (ss.) 2.04.

Method of Payment. (a) The Original Amount of, Borrowers shall make all payments of principal and interest on, Make-Whole Amount, if any, on the Notes in lawful money of the United States of America and other amounts due under each Equipment Note or hereunder will be payable in Dollars funds immediately available by wire transfer or automated clearing house transfer, to Agent at its address referred to in Section 10.3 of this Agreement or at such other address as Agent otherwise directs. Any payment received by Agent later than 1:30 p.m. (Central time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. Whenever any payment is due on a day which is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and interest shall be paid for such extended time. Unless Agent receives notice from Borrowers prior to the date on which any payment is due to Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not later than 12:30 p.m.be so required), New York City timein reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the due date of payment when due, each Lender severally shall repay to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of Agent on demand such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holderLender, together with interest thereon for credit each day from the date such amount is distributed to such Lender until the account date repaid. Borrowers hereby authorize Agent, from time to time without prior notice to Borrowers, to charge (i) on the first day of such holder maintained at such bank. If each month, all interest accrued during the Mortgagee shall fail prior month on the Advances hereunder, (ii) on the first day of each month, all fees accrued or chargeable pursuant to make Section 2.7 of this Agreement, (iii) as and when due and payable, all other fees, costs and expenses payable hereunder or under any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Noteother Credit Documents, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers and (iv) as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day and when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee payment obligations payable under any Credit Document or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.any

Method of Payment. (a) The Each payment of the Original Amount of, interest on, Make-Whole Break Amount, if any, Premium, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:30 AM, New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. In the event that Additional Equipment Notes are issued hereunder, each payment by the Owner shall be accompanied (or preceded) by a breakdown to the Mortgagee of the components of such payment on a Series by Series basis. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate for the applicable Series until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made by Owner or the Mortgagee hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received by Mortgagee after 12:30 p.m.12 PM, New York City time, at the place of payment, in which case Mortgagee shall make such required payment on the next immediate Business Day. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation a Note Purchase Agreement or nominee thereof shall be a registered Note HolderHolder of the Equipment Notes referenced in such Note Purchase Agreement, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto 1 to such Note Purchase Agreement and otherwise in the manner provided in or pursuant to the Participation such Note Purchase Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount ofAfter the disbursement requirements are met by the Grantee, interest onthe State will disburse the whole or portions of State funding to the Grantee, Make-Whole Amountfollowing receipt from the Grantee via U.S. mail or Express mail delivery of a “wet signature” invoice or an electronic invoice certified and transmitted via DocuSign for costs incurred, if anyincluding Local Cost Share, and other amounts due under each Equipment Note or hereunder timely Quarterly Progress Reports as required by Paragraph 16 of the Grant Agreement, “Submission of Reports.” The Grantee intends to distribute funds to the Subgrantee in accordance with the requirements of the Grant Agreement. Payment will be payable made to Subgrantee no more frequently than quarterly, in Dollars arrears, upon receipt of an invoice from Subgrantee bearing the Grant Agreement number. Invoices must accompany a Quarterly Progress Report and shall be submitted within 60 days following the end of the calendar quarter (i.e. invoices due May 30, August 30, December 30, and February 28). The Subgrantee will be responsible for submitting a Quarterly Progress Report to the Grantee. The State will notify the Grantee and the Grantee will notify the Subgrantee, in a timely manner, whenever, upon review of an Invoice, the State determines that any portion or portions of the costs claimed are not eligible costs or is not supported by wire transfer documentation or receipts acceptable to the State. The Grantee and Subgrantee may, within thirty (30) calendar days of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment receipt of such notice, submit additional documentation to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of State to cure such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trusteedeficiency(ies), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Grantee or Subgrantee fails to submit adequate documentation curing the deficiency(ies), the State will adjust the pending invoice by the amount of ineligible or unapproved costs. The Subgrantee shall fail to make any such payment as provided in submit the immediately foregoing sentence after its receipt of funds at the place and prior following information for each invoice submitted to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.Grantee:

Method of Payment. The Issuers will pay interest on the Notes (aexcept defaulted interest) The Original Amount of, interest on, Make-Whole Amountand Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the June 1 and December 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Any such installment of interest or Additional Interest, if any, not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Interest Payment Date, and may be paid to the registered Holders at the close of business on a special interest payment date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders not less than 10 days prior to such special interest payment date, or may be paid at any time in any other amounts due under each Equipment Note or hereunder lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Notes will be payable as to principal, Redemption Price, Purchase Price, interest and Additional Interest, if any, at the office or agency of the Issuers maintained for such purpose within or without the City and State of New York, or, at the option of the Issuers, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in Dollars the register of Holders, PROVIDED that payment by wire transfer of immediately available funds not later than 12:30 p.m.will be required with respect to principal, New York City timeRedemption Price and Purchase Price of, on and interest and Additional Interest (if any) on, all Global Notes and all other Notes the due date Holders of payment which shall have provided wire transfer instructions to the Mortgagee at Trustee or the Corporate Trust Office for distribution among Paying Agent. Such payment shall be in such coin or currency of the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained America as at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment payment is legal tender for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note public and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04private debts.

Method of Payment. The Company will pay interest on the Notes (aexcept defaulted interest) to the Persons who are registered Holders of Notes at the close of business on March 1 or September 1 preceding the Interest Payment Date, even if such Notes are cancelled or converted after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. However, any such Holder which surrenders any such Note for conversion during the period between the close of business on such record date and ending with the opening of business on the corresponding Interest Payment Date shall be required to pay the Company an amount equal to the interest on the principal amount of such Note so converted, which is payable by the Company to such Holder on such Interest Payment Date, at the time such Holder surrenders such Note for conversion. Notwithstanding the foregoing, any such Holder which surrenders for conversion any Note which has been called for redemption by the Company in a notice of redemption given by the Company pursuant to Section 3.04 of the Indenture shall be entitled to receive (and retain) such interest and need not pay the Company an amount equal to the interest on the principal amount of such Note so converted at the time such Holder surrenders such Note for conversion. The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder Notes will be payable as to principal, premium and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in Dollars the register of Holders, and provided that payment by wire transfer of immediately available funds not later than 12:30 p.m.will be required with respect to principal of and interest, New York City timepremium on, on all Global Notes and all other Notes the due date Holders of payment which shall have provided wire transfer instructions to the Mortgagee at Company or the Corporate Trust Office for distribution among Paying Agent. Such payment shall be in such coin or currency of the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained America as at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment payment is legal tender for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note public and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04private debts.

Method of Payment. The Company will pay interest on the Notes (aexcept defaulted interest) The Original Amount of, interest on, Make-Whole Amountand Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the February 1 and August 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Any such installment of interest or Additional Interest, if any, not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Interest Payment Date, and may be paid to the registered Holders at the close of business on a special interest payment date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders not less than ten days prior to such special interest payment date, or may be paid at any time in any other amounts due under each Equipment Note or hereunder lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Notes will be payable as to principal, Redemption Price, Purchase Price, interest and Additional Interest, if any, at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in Dollars the register of Holders; provided that payment by wire transfer of immediately available funds not later than 12:30 p.m.will be required with respect to principal, New York City timeRedemption Price and Purchase Price of, on and interest and Additional Interest (if any) on, all Global Notes and all other Notes the due date Holders of payment which shall have provided wire transfer instructions to the Mortgagee at Trustee or the Corporate Trust Office for distribution among the Note Holders in the manner provided hereinPaying Agent. The Owner Trustee shall not have any responsibility for the distribution of such Such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on in such funds until such payment is made. Any payment made hereunder shall be made without any presentment coin or surrender of any Equipment Note, except that, in the case currency of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers Xxxxxx Xxxxxx xx Xxxxxxx as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of at the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment payment is legal tender for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note public and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04private debts.

Method of Payment. (a) The Original Amount of, interest on, any Make-Whole Amount, if anyapplicable, any Break Amount, if applicable, or any Prepayment Premium, if applicable, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:30 a.m., New York City Chicago, Illinois time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided hereinherein and payment of such amount to the Mortgagee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 1:00 p.m., New York City Chicago, Illinois time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make [Trust Indenture and Mortgage (NXXXUA)] any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the applicable Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City Chicago, Illinois time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.042.03.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if 2002 EETC - Mortgage (Owned) (10) such funds were received after 12:30 p.m.12:00 noon, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. Payment of the principal of and premium, if any, on this Senior Note and interest hereon at the Maturity shall be made upon presentation of this Senior Note at the Corporate Trust Office of The Bank of New York Mellon as Paying Agent, located at 000 Xxxxxxx Xxxxxx 4E, New York, New York 10286, or at such other office or agency as may be designated for such purpose by the Company from time to time. Payment of interest on this Senior Note (other than interest at Maturity) shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, except that (a) The Original Amount ofif such Person shall be a Depositary, such payment may be made by wire transfer to the account of the Depositary or to such other account as directed in writing by the Depositary and (b) if such Person is a Holder of $1,000,000 or more in aggregate principal amount of Senior Notes of this Series such payment may be in immediately available funds by wire transfer to such account as may have been designated in writing by such Holder as set forth herein in time for the Paying Agent to make such payments in accordance with its normal procedures. Any such designation for wire transfer purposes shall be made by filing the appropriate information with the Trustee and the Paying Agent not less than fifteen calendar days prior to the applicable payment date and, unless revoked by written notice to the Trustee and the Paying Agent received on or prior to the Record Date immediately preceding the applicable payment date, shall remain in effect with respect to any further payments (other than interest on, Make-Whole Amountpayments at Stated Maturity) with respect to this Senior Note payable to such Holder. Payment of the principal of and premium, if any, and other interest, on this Senior Note, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. If any Interest Payment Date, any Redemption Date, or Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due under each Equipment on this Senior Note or hereunder will on such date may be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, made on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paidnext succeeding Business Day; and, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned or duly provided for on such funds until next succeeding Business Day, no interest shall accrue on such payment is made. Any payment made hereunder shall be made without any presentment amounts for the period from and after such Interest Payment Date, Redemption Date, or surrender of any Equipment NoteStated Maturity, except that, in as the case of the final payment in respect of any Equipment Notemay be, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Business Day.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.PM, New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein, and payment of such amount by the Owner to the Mortgagee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to TRUST INDENTURE 2020-1 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.PM, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I 1 thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:30 a.m., New York City Chicago, Illinois time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided hereinherein and payment of such amount to the Mortgagee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this [Trust Indenture and Mortgage (NXXXUA)] Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 1:00 p.m., New York City Chicago, Illinois time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the applicable Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City Chicago, Illinois time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.042.03.

Method of Payment. (a) The Original Amount principal amount of, interest on, Make-Whole Premium Amount, if any, and and, except to the extent expressly provided herein, all other amounts due under each Equipment Note or otherwise payable hereunder will shall be payable by the Company in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., 10:00 a.m. (New York City time, ) on the due date of payment to the Mortgagee Loan Trustee at the Corporate Trust Office for distribution among the Note Holders Noteholders in the manner provided herein, and payment of such amount by the Company to the Loan Trustee shall be deemed to satisfy the Company’s obligation to make such payment. The Owner Trustee Company shall not have any responsibility for the distribution of such payment to any Note HolderNoteholder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Loan Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder Noteholder (with a copy to the Owner TrusteeCompany), all amounts paid by the Owner Trustee Company hereunder and under such holder's Noteholder’s Equipment Note or Equipment Notes Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) N936AN to such holder Noteholder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust IndentureIII) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., 12:00 noon (New York City time, ) on the due date of payment, to an account maintained by such holder Noteholder with a bank located in the continental United States the amount to be distributed to such holderNoteholder, for credit to the account of such holder Noteholder maintained at such bank. If the Mortgagee shall fail to make any such payment as ; provided that, in the immediately foregoing sentence event the Equipment Notes are not held by the Subordination Agent on behalf of the Pass Through Trustees, the Loan Trustee shall, unless instructed by the Company to use another method, pay such amounts by check mailed to the Noteholder’s address as it appears on the Equipment Note Register. If, after its receipt of funds at the place and prior to the time specified aboveabove in the immediately preceding sentence, the MortgageeLoan Trustee shall fail (other than as a result of a failure of the Noteholder to provide it with wire transfer instructions) to make any such payment required to be paid by wire transfer as provided in the immediately preceding sentence on the Business Day it receives such funds, the Loan Trustee, in its individual capacity and not as trustee, agrees to compensate such holders Noteholders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Loan Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Loan Trustee for cancellation promptly after such paymentcancellation. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Loan Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Loan Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., 1:00 p.m. (New York City time, ) at the place of payment. Prior to , in which case the due presentment for registration of transfer of any Equipment Note, the Owner Loan Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered make such required payment on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrarynext succeeding Business Day. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note HolderNoteholder, all payments to it shall be made to the account of such Note Holder Noteholder specified in Schedule I thereto and to the Participation Agreement, or otherwise in the manner provided in or pursuant to the Participation Agreement Agreement, unless it shall have specified some other account or manner of payment by notice to the Mortgagee Loan Trustee consistent with this Section 2.042.03.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will All payments required to be payable made pursuant to this Agreement shall be made in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment (i) with respect to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders Commitment Fee, in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note United States dollars to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States designated by the amount Administrative Agent pursuant to be distributed Section 2.3, (ii) with respect to such holderpayments relating to Loans (including, without limitation, principal, interest, any gross-up or any payments pursuant to Section 2.13 or 10.3), in United States dollars to the Administrative Agent for credit to the account of such holder maintained the Banks at (A) the Domestic Funding Office, with respect to each Domestic Loan, (B) the Eurodollar Funding Office, with respect to each Eurodollar Loan or (C) at such bankother location as may be agreed upon by the Administrative Agent and the Company, the Affiliate or the Special Purpose Borrower, as applicable, and (iii) with respect to any other payment due hereunder, in such currency and in such place or office as may be required hereunder or as may be agreed upon by the Administrative Agent and the Company, an Affiliate or the Special Purpose Borrower, as applicable. If the Mortgagee The Administrative Agent shall fail to make any distribute such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior payments to the time specified aboveBanks promptly upon receipt in like funds as received. Whenever any payment of principal of, or interest on, any Domestic Loan or of the Commitment Fee shall be due on a day which is not a Domestic Business Day, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders date for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee thereof shall be entitled extended to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except thatthe next succeeding Domestic Business Day and, in the case of the final a payment in respect of any Equipment Noteprincipal, such Equipment Note interest thereon shall be surrendered to the Mortgagee payable for cancellation promptly after such paymentextended time. Notwithstanding Whenever any other provision payment of this Trust Indenture to the contraryprincipal of, or interest on, any Eurodollar Loan shall be due on a day which is not a Eurodollar Business Day, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable date for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be extended to the next succeeding Eurodollar Business Day, unless as a registered Note Holderresult thereof such date would fall in the next calendar month, all payments to it in which case, such date shall be made advanced to the account of such Note Holder specified in Schedule I thereto and otherwise next preceding Eurodollar Business Day, and, in the manner provided in or pursuant case of a payment of principal, interest thereon shall be payable to the Participation Agreement unless it shall have specified some other account or manner date of payment by notice to as extended or advanced as the Mortgagee consistent with this Section 2.04case may be.

Method of Payment. (a) The Original Amount of, Principal and interest on, Make-Whole Amount, if any, and other ----------------- amounts due hereunder or under each Equipment Note the Certificates or hereunder will in respect hereof or thereof shall be payable in Dollars by wire transfer of in immediately available funds not later than 12:30 p.m.prior to Noon, New York City time, on the due date of payment thereof 1 to the Mortgagee Indenture Trustee at the Corporate Trust Office and the Indenture Trustee shall, subject to the terms and conditions hereof, remit all such amounts so received by it to the Certificate Holders at such account or accounts at such financial institution or institutions as the Certificate Holders shall have designated to the Indenture Trustee in writing, in immediately available funds for distribution among to the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of relevant Certificate Holders, such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, made prior to 2:00 p.m.P.M., New York City time, time on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bankthereof. If such amounts are received after Noon, New York time on the Mortgagee due date thereof, such amounts shall be deemed received on the next following Business Day, and the Indenture Trustee shall make payment thereof promptly, but not later than 11:00 AM., New York time the next following Business Day. In the event the Indenture Trustee shall fail to make any such payment as provided in the immediately foregoing sentence two preceding sentences after its receipt of funds at the place and prior to the time specified above, the MortgageeIndenture Trustee, in its individual capacity and not as trustee, agrees to compensate such holders the Certificate Holders for loss of use of funds at in a commercially reasonable manner if it shall have failed to use ordinary care in the Debt Rate until disbursing of such payment is made funds. The Owner Trustee and the Mortgagee shall be entitled Indenture Trustee acknowledge that the payment instructions given in Schedule II to any interest earned on the Special Participation Agreement constitute the initial written notice required by the first sentence of this Section 2.05 to make all payments as provided in such funds until Schedule. All such payment is made. Any payment made hereunder payments by the Owner TRUST INDENTURE Trustee and the Indenture Trustee shall be made free and clear of and without any presentment reduction for or surrender on account of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any wire and other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of paymentlike charge. Prior to the due presentment for registration of transfer of any Equipment NoteCertificate, the Owner Trustee and the Mortgagee shall Indenture Trustee may deem and treat the Person in whose name any Equipment Note Certificate is registered on the Equipment Note Certificate Register as the absolute owner and holder of such Equipment Note Certificate for the purpose of receiving payment of all amounts payable with respect to such Equipment Note Certificate and for all other purposes-whether or not such Certificate shall be overdue, and none of neither the Owner Trustee or nor the Mortgagee Indenture Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. The Company will pay interest (aand Liquidated Damages, if any) on the Notes (except defaulted interest) to the person in whose name each Note is registered at the close of business on the February 3 or August 3 (each, a "Regular Record Date") immediately preceding the relevant Interest Payment Date (other than with respect to a Note or portion thereof (i) with respect to which a notice of redemption shall have been mailed by the Company in accordance with Section 4.03 of the Indenture, which notice of redemption shall specify a Redemption Date that is after the close of business on a Regular Record Date and prior to the next Interest Payment Date, or (ii) repurchased in connection with a Designated Event on a Designated Event Repurchase Date that is after the close of business on a Regular Record Date and prior to the next Interest Payment Date, in which case accrued interest (and Liquidated Damages, if any) shall be payable (unless such Note or portion thereof is converted) to the Holder of the Note or portion thereof redeemed or repurchased in accordance with the applicable provisions of the Indenture). The Original Amount of, Holder must surrender Notes to a Paying Agent to collect principal payments. The Company will pay the principal and interest on, Make-Whole Amount(including Liquidated Damages, if any, and other amounts due under each Equipment Note Redemption Price, Purchase Price and Designated Event Repurchase Price, as applicable) on the Notes at the office or hereunder agency of the Company maintained for such purpose, in money of the United States that at the time of payment is legal tender for payment of public and private debts. Until otherwise designated by the Company, the Company's office or agency maintained for such purpose will be payable the principal Corporate Trust Office of the Trustee. If the Notes are held in Dollars global form, principal and interest (including Liquidated Damages, if any, Redemption Price, Purchase Price and Designated Event Repurchase Price, as applicable) on the Notes shall be paid by wire transfer in immediately available funds in accordance with the written wire transfer instruction supplied by such Holder from time to time to the Trustee and Paying Agent (if different from the Trustee) at least two days prior to the applicable Regular Record Date; provided that any payment to the Depositary or its nominee shall be paid by wire transfer in immediately available funds in accordance with the wire transfer instruction supplied by the Depositary or its nominee from time to time to the Trustee and Paying Agent (if different from Trustee) at least two days prior to the applicable Regular Record Date. With respect to Notes held other than in global form, the Company will make payments by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of specified by the Holders thereof or, if no such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time account is specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposesa Holder, and none of the Owner Trustee or the Mortgagee shall be affected by any notice mailing a check to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a Holder's registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04address.

Method of Payment. By no later than 12:00 p.m. (aNew York City time) The Original Amount on the date on which any principal of, premium, if any, or interest onon any Note is due and payable, Make-Whole Amountthe Issuers shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium and interest when due. Interest on any Note which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the preceding November 5, February 5, May 5 and August 5 (or, if such day is not a Business Day, on the prior day that is a Business Day), (i) in the case of cash interest, at the office or agency of the Parent Issuer maintained for such purpose pursuant to Section 2.03 of the Indenture and (ii) in the case of PIK Interest in accordance with the procedures described in paragraph 1 of this Note. The principal of (and premium, if any) and interest on the Notes (other than PIK Interest, which is payable as described in paragraph 1 of this Note) shall be payable at the office or agency of the Paying Agent or Registrar designated by the Parent Issuer maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Parent Issuer as may be maintained for such purpose pursuant to Section 2.03 of the Indenture; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account with a bank located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments of cash in respect of Notes represented by a Global Note (including principal, premium, if any, and other amounts due under each Equipment Note or hereunder interest) will be payable in Dollars made by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing accounts specified by DTC or any provision successor depository. Payments of cash in any Equipment Note to the contraryrespect of Notes represented by Definitive Notes (including principal, the Mortgagee will use reasonable efforts to pay or cause to be paidpremium, if so directed in writing any, and interest) held by any Note a Holder (with a copy to the Owner Trustee), all amounts paid of at least $1,000,000 aggregate principal amount of Notes represented by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Definitive Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to will be transferred, made by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an a U.S. dollar account maintained by such holder the payee with a bank located in the continental United States if such Holder elects payment by wire transfer by giving written notice to the amount to be distributed Trustee or the Paying Agent to such holder, effect designating such account no later than 15 days immediately preceding the relevant due date for credit to payment (or such other date as the account of such holder maintained at such bankTrustee may accept in its discretion). If the Mortgagee shall fail to make any such an Interest Payment Date is a Legal Holiday, payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular Record Date is a Legal Holiday, the Record Date for such Interest Payment Date shall be the prior day that is a Business Day. All cash payments on or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Notethe Notes (including principal, such Equipment Note shall premium and interest) will be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Dollars.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.PM, New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein, and payment of such amount by the Owner to the Mortgagee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. TRUST INDENTURE 14-1 Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.PM, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I 1 thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. The Issuers will pay interest on the Notes (aexcept defaulted interest) The Original Amount of, interest on, Make-Whole Amountand Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 1 and November 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Any such installment of interest or Additional Interest, if any, not punctually paid or duly provided for shall forthwith cease to be payable to the registered Holders on such Interest Payment Date, and may be paid to the registered Holders at the close of business on a special interest payment date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered Holders not less than ten days prior to such special interest payment date, or may be paid at any time in any other amounts due under each Equipment Note or hereunder lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. The Notes will be payable as to principal, Redemption Price, Purchase Price, interest and Additional Interest, if any, at the office or agency of the Issuers maintained for such purpose within or without the City and State of New York, or, at the option of the Issuers, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in Dollars the register of Holders; provided that payment by wire transfer of immediately available funds not later than 12:30 p.m.will be required with respect to principal, New York City timeRedemption Price and Purchase Price of, on and interest and Additional Interest (if any) on, all Global Notes and all other Notes the due date Holders of payment which shall have provided wire transfer instructions to the Mortgagee at Trustee or the Corporate Trust Office for distribution among Paying Agent. Such payment shall be in such coin or currency of the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained America as at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment payment is legal tender for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note public and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04private debts.

Method of Payment. Payment of the principal of and premium, if any, on this Senior Note and interest hereon at the Stated Maturity shall be made upon presentation of this Senior Note at the Global Corporate Trust Office of our designated agent, The Bank of New York Mellon Trust Company, N.A., located at 1600 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxx, 00000, or at such other office or agency as may be designated for such purpose by the Company from time to time. Payment of interest, if any, on this Senior Note (other than interest at the Stated Maturity) shall be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, except that (a) if such Person shall be a securities depositary, such payment may be made by such other means in lieu of check as shall be agreed upon by the Company, the Trustee or other Paying Agent and such Person and (b) if such Person is a Holder of $10,000,000 or more in aggregate principal amount of Senior Notes of this series such payment may be in immediately available funds by wire transfer to such account as may have been designated in writing by the Person entitled thereto as set forth herein in time for the Paying Agent to make such payments in accordance with its normal procedures. Any such designation for wire transfer purposes shall be made by filing the appropriate information with our designated agent, The Original Amount ofBank of New York Mellon Trust Company, N.A., at its Global Corporate Trust Office, located at 1600 Xxxx 0xx Xxxxxx, Xxxxxxxxx, Xxxx, 00000, not less than fifteen calendar days prior to the applicable payment date and, unless revoked by written notice to the Trustee received on or prior to the Regular Record Date immediately preceding the applicable Interest Payment Date, shall remain in effect with respect to any further interest on, Make-Whole Amountpayments (other than interest payments at Maturity) with respect to this Senior Note payable to such Holder. Payment of the principal of and premium, if any, and other interest, if any, on this Senior Note, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. If any Interest Payment Date, any Redemption Date, or the Stated Maturity shall not be a Business Day (as hereinafter defined), payment of the amounts due under each Equipment on this Senior Note or hereunder will on such date may be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, made on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paidnext succeeding Business Day; and, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned or duly provided for on such funds until next succeeding Business Day, no interest shall accrue on such payment is made. Any payment made hereunder shall be made without any presentment amounts for the period from and after such Interest Payment Date, Redemption Date, or surrender of any Equipment NoteStated Maturity, except that, in as the case of the final payment in respect of any Equipment Notemay be, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Business Day.

Method of Payment. (a) The Each payment of the Original Amount of, interest on, Make-Whole Break Amount, if any, Premium, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:30 AM, New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's ’s Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m.11:30 AM, New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Note Purchase Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I 1 thereto and otherwise in the manner provided in or pursuant to the Participation Note Purchase Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount of, interest on, Make-Whole Amount, if any, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.11:00 a.m., New York City time, on the due date of payment to the Mortgagee Loan Trustee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Loan Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States States, the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee Loan Trustee shall fail to make any such payment as provided in the immediately foregoing preceding sentence after its receipt of funds at the place and prior to the time specified above, the MortgageeLoan Trustee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee Loan Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Loan Trustee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Loan Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Loan Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee Loan Trustee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee Loan Trustee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee Loan Trustee consistent with this Section 2.04.

Method of Payment. (a) The Original Amount ofAll payments of principal, interest on, Make-Whole Amount, if anyinterest, and other amounts to be made by Borrower under this Agreement and the other Loan Documents shall be made to Lender at the Principal Office (or at such other place as Lender, in Xxxxxx’s sole discretion, may have established by delivery of written notice thereof to Borrower from time to time) in Dollars and immediately available funds, without setoff, deduction, or counterclaim, and free and clear of all taxes at the time. Payments by check or draft will not constitute payment in immediately available funds until the required amount is actually received by Lender in full. Payments in immediately available funds received by Lender in the place designated for payment on a Business Day prior to 2:00 p.m. (Fort Worth, Texas time) at such place of payment shall be credited prior to the close of business on the Business Day received, while payments received by Lender on a day other than a Business Day or after 2:00 p.m. (Fort Worth, Texas time) on a Business Day shall not be credited until the next succeeding Business Day. If any payment of any Obligations becomes due under each Equipment Note or hereunder will and payable on a day other than a Business Day, then such payment shall be made on the next succeeding Business Day. Any such extension of time for payment shall be included in computing interest which has accrued and shall be payable in Dollars connection with such payment. Borrower is and will be obligated to pay all principal, interest and any and all other Obligations that become payable absolutely and unconditionally and without any abatement, postponement, diminution or deduction whatsoever and without any reduction for counterclaim or setoff whatsoever. If at any time any payment received by wire transfer Lender hereunder is deemed by a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under any Debtor Relief Law, then the obligation to make such payment shall survive any termination of the Commitment or cancellation or satisfaction of the Obligations or return thereof to Borrower and will not be deemed discharged or satisfied with any prior payment thereof or termination of this Agreement or any other Loan Document, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof, and such payment shall be immediately available funds not later due and payable upon demand. Remittances in payment of any part of any Obligations other than 12:30 p.m., New York City time, on the due date of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision required amount in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee), all amounts paid by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollarsaccordance with this Agreement will not, prior regardless of any receipt or credit issued therefor, constitute payment until the required amount is actually received by Lender in full in accordance herewith and will be made and accepted subject to 2:00 p.m.the condition that any check or draft may be handled for collection in accordance with the practice of the collecting bank or banks. Acceptance by Lender of any payment in an amount less than the full amount then due shall be deemed an acceptance on account only, New York City time, on and the failure to pay the entire amount then due date shall be and continue to be an Event of payment, to an account maintained by such holder with a bank located Default in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04thereof.

Method of Payment. The Contractor shall submit an invoice for work provided and expenses incurred to the appropriate Participating JBE , no more often than each Pay Period for each authorized Order; separate invoices are to be submitted for each Assigned Personnel. After receipt of invoice, the Participating JBE will either approve the invoice for payment or give the Contractor specific written reasons why part or all of the payment is being withheld and what remedial actions the Contractor must take to receive the withheld amount. The Participating JBE will make payment in arrears after receipt of the Contractor’s properly completed invoice. The Contractor shall submit an invoice, including one (a1) correct original and one (1) copies, to the Participating JBE’s address shown on the Order. Every invoice shall clearly indicate at least the following: The Original Amount ofMaster Agreement Number; The Order Number; An unique invoice number; The Contractor's name and address; The taxpayer identification (Contractor’s federal employer identification number); The name of the Reports To, interest on, Make-Whole Amountas indicated on the Order; and A preferred remittance address, if anydifferent from the mailing address. In addition to the requirements set forth in subparagraph B, above, invoices shall also include the following, as applicable: The Assigned Personnel’s name and Classification; The hours and dates the Assigned Personnel provided work for an Assignment and a copy of the Assigned Personnel’s Time Sheet(s) for the invoiced Pay Period; The applicable Billing Rate set forth in the Order; The actual cost for background checks: a copy of the receipt or invoice for the checks or an original receipt, if requested; For subcontracted work, a copy of the Subcontractor’s invoice, including applicable Subcontractor Billing Rate; For allowable travel by the Assigned Personnel: the actual Travel Expense, the dates and purpose for the travel, a copy of the travel receipts, and other amounts due under each Equipment Note or hereunder will be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., New York City time, on the due date proof of payment to the Mortgagee at the Corporate Trust Office for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paidAssigned Personnel; and Overtime Pay, if so directed allowable, in writing by any Note Holder (accordance with a copy to the Owner Trustee), all amounts paid this Exhibit. Please note that invoices or vouchers not on printed xxxx heads shall be signed by the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust Indenture) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If the Mortgagee shall fail to make any such payment as provided in the immediately foregoing sentence after its receipt of funds at the place and prior to the time specified above, the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee Contractor or the Mortgagee shall be affected by any notice to person furnishing the contrary. So long as any signatory to the Participation Agreement supplies or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04services.

Method of Payment. (a) The Original Amount ofExcept as provided in the Indenture, the Company will pay interest onon the Securities to the persons who are Holders of record of Securities at the close of business on the record date set forth on the face of this Security next preceding the applicable interest payment date. Holders must surrender Securities to a Paying Agent to collect the principal amount, Make-Whole AmountRedemption Price or Repurchase Price of the Securities, plus, if applicable, accrued and unpaid interest, if any, and other amounts due under each Equipment Note or hereunder will any Make-Whole Payment, if applicable, payable as herein provided upon Redemption or Repurchase at Holder's Option Upon Change in Control, as the case may be payable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m.(provided, New York City timethat Holders that have converted Securities that have been called for a Provisional Redemption, on subsequent to the due date of payment such call, shall be entitled to receive the Mortgagee Make-Whole Payment in accordance with the terms of the Indenture without any such surrender). The Company will pay, in money of the United States that at the Corporate Trust Office time of payment is legal tender for distribution among the Note Holders in the manner provided herein. The Owner Trustee shall not have any responsibility for the distribution payment of such payment to any Note Holder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder (with a copy to the Owner Trustee)public and private debts, all amounts due in cash with respect to the Securities, which amounts shall be paid by (A) in the Owner Trustee hereunder and under such holder's Equipment Note or Equipment Notes to such holder or a nominee therefor (including all amounts distributed pursuant to Article III of case this Trust Indenture) by transferring, or causing to be transferredSecurity is in global form, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., New York City time, on the due date of payment, to an account maintained by such holder with a bank located in the continental United States the amount to be distributed to such holder, for credit to the account of such holder maintained at such bank. If specified by the Mortgagee shall fail to make any such payment as provided Holder hereof, and (B) in the case this Security is held in other than global form, by wire transfer of immediately foregoing sentence after its receipt of available funds at the place and prior to the time account specified aboveby the Holder hereof or, if no such account is specified, by mailing a check to such Xxxxxx's address shown in the Mortgagee, in its individual capacity and not as trustee, agrees to compensate such holders for loss register of use of funds at the Debt Rate until such payment is made and the Mortgagee shall be entitled to any interest earned on such funds until such payment is madeRegistrar. Any payment payments which may be made hereunder by the Company by delivery of shares of Common Stock pursuant to the Indenture shall be made without any presentment or surrender of any Equipment Note, except that, in accordance with the case terms of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation promptly after such payment. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., New York City time, at the place of payment. Prior to the due presentment for registration of transfer of any Equipment Note, the Owner Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrary. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note Holder, all payments to it shall be made to the account of such Note Holder specified in Schedule I thereto and otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have specified some other account or manner of payment by notice to the Mortgagee consistent with this Section 2.04Indenture.

Method of Payment. (a) The Original Amount principal amount of, interest on, Make-Make- Whole Amount, if any, and and, except to the extent expressly provided herein, all other amounts due under each Equipment Note or otherwise payable hereunder will shall be payable by the Owner in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., 10:00 a.m. (New York City time, ) on the due date of payment to the Mortgagee Loan Trustee at the Corporate Trust Office for distribution among the Note Holders Noteholders in the manner provided herein, and payment of such amount by or on behalf of the Owner to the Loan Trustee shall be deemed to satisfy the Owner’s obligation to make such payment. The Owner Trustee shall not have any responsibility for the distribution of such payment to any Note HolderNoteholder. Notwithstanding the foregoing or any provision in any Equipment Note to the contrary, the Mortgagee Loan Trustee will use reasonable efforts to pay or cause to be paid, if so directed in writing by any Note Holder Noteholder (with a copy to the Owner TrusteeOwner), all amounts paid by the Owner Trustee hereunder and under such holder's Noteholder’s Equipment Note or Equipment Notes to such holder Noteholder or a nominee therefor (including all amounts distributed pursuant to Article III of this Trust IndentureIII) by transferring, or causing to be transferred, by wire transfer of immediately available funds in Dollars, prior to 2:00 p.m., 12:00 noon (New York City time, ) on the due date of payment, to an account maintained by such holder Noteholder with a bank located in the continental United States the amount to be distributed to such holderNoteholder, for credit to the account of such holder Noteholder maintained at such bank. If the Mortgagee shall fail to make any such payment as ; provided that, in the immediately foregoing sentence event the Equipment Notes are not held by the Subordination Agent on behalf of the Pass Through Trustees, the Loan Trustee shall, unless instructed by the Owner to use another method, pay such amounts by check mailed to the Noteholder’s address as it appears on the Equipment Note Register. If, after its receipt of funds at the place and prior to the time specified aboveabove in the immediately preceding sentence, the MortgageeLoan Trustee shall fail (other than as a result of a failure of the Noteholder to provide it with wire transfer instructions) to make any such payment required to be paid by wire transfer as provided in the immediately preceding sentence on the Business Day it receives such funds, the Loan Trustee, in its individual capacity and not as trustee, agrees to compensate such holders Noteholders for loss of use of funds at the Debt Federal Funds Rate until such payment is made and the Mortgagee Loan Trustee shall be entitled to any interest earned on such funds until such payment is made. Any payment made hereunder shall be made without any presentment or surrender of any Equipment Note, except that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall be surrendered to the Mortgagee Loan Trustee for cancellation promptly after such paymentcancellation. Notwithstanding any other provision of this Trust Indenture to the contrary, the Mortgagee Loan Trustee shall not be required to make, or cause to be made, wire transfers as aforesaid prior to the first Business Day on which it is practicable for the Mortgagee Loan Trustee to do so in view of the time of day when the funds to be so transferred were received by it if such funds were received after 12:30 p.m., 1:00 p.m. (New York City time, ) at the place of payment. Prior to , in which case the due presentment for registration of transfer of any Equipment Note, the Owner Loan Trustee and the Mortgagee shall deem and treat the Person in whose name any Equipment Note is registered make such required payment on the Equipment Note Register as the absolute owner and holder of such Equipment Note for the purpose of receiving payment of all amounts payable with respect to such Equipment Note and for all other purposes, and none of the Owner Trustee or the Mortgagee shall be affected by any notice to the contrarynext succeeding Business Day. So long as any signatory to the Participation Agreement or nominee thereof shall be a registered Note HolderNoteholder, all payments to it shall be made to the account of such Note Holder Noteholder specified in Schedule I thereto and to the Participation Agreement, or otherwise in the manner provided in or pursuant to the Participation Agreement Agreement, unless it shall have specified some other account or manner of payment by notice to the Mortgagee Loan Trustee consistent with this Section 2.042.03.