Common use of No Proceeds Drawing Clause in Contracts

No Proceeds Drawing. If the Subordination Agent has not received a Special Payment constituting proceeds from the sale of any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 18-month period, the Subordination Agent shall deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments as provided in Section 3.7(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 18-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as the Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(c), to elect (the "Policy Provider Election") instead (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 18-month period (after giving effect to the application of funds received from the Class G Liquidity Facility or the Class G Cash Collateral Account, in each case attributable to such interest), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date"), to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18-month period, provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider when and as such interest becomes due under the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.

No Proceeds Drawing. If On the Subordination Agent has not received a Special Payment constituting proceeds from first Business Day that is 18 months after the sale of last date on which full payment was made on any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Defaulted Series G Equipment Note (the date of such payment in full, the "Last Payment DateNote") as to which there has subsequently been a failure to pay principal or that has subsequently been Accelerated subsequent accelerated, if the Subordination Agent has not theretofore made a drawing under the Policy pursuant to the Last Payment Date, then on the first Business Day following the expiration of such 18-month periodSection 3.7(b), the Subordination Agent shall deliver a Notice for Paymentof Nonpayment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Defaulted Series G Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to the such Business Day, send to the Class G Trustee and the Class C Trustee, the Liquidity Provider for the Class G Liquidity Facility and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Defaulted Series G Equipment Note except for Avoided Payments as provided in a drawing under Section 3.7(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 18-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as the Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(c)continuing, to elect (the "Policy Provider Election") instead to pay (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid that came due on such Defaulted Series G Equipment Note (without regard to the Acceleration acceleration thereof) but was not paid during such 18-month period (after giving effect to the application of funds received from the Class G Liquidity Facility or and the Class G Cash Collateral Account, in each case attributable to such interest), ) and (b) thereafter, on each Regular Distribution Date Date, an amount equal to the scheduled principal and interest that were to become due on such Defaulted Series G Equipment Note on the related payment date (without regard to any acceleration thereof) until the establishment of an Election Distribution Date or a Special Distribution Date referred Date. Following a Policy Provider Election with respect to in clause (c)(i) belowa Defaulted Series G Equipment Note, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date; each, an "Election Distribution Date") elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to Trustee, the Policy Provider may, notwithstanding the Policy Provider Election, request the Subordination AgentAgent to, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date")shall, to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Defaulted Series G Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates from the previous Regular Distribution Date to such Election Distribution Date. Further, following a Policy Provider Election with respect to a Defaulted Series G Equipment Note, upon either (i) the occurrence and continuance of a Policy Provider Default or (ii) the receipt by the Subordination Agent of a Special Payment constituting the Disposition Payment in respect of such Defaulted Series G Equipment Note or related Trust Indenture Estate or Collateral, as the case may be, then the Subordination Agent shall on any Business Day (which shall be a Special Distribution Date) elected by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee and the Policy Provider, make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment NoteDate. The Subordination Agent shall make each such drawing referred to in this paragraph subparagraph (c) under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date the relevant Special Distribution Date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such the first occurring 18-month periodperiod described in Section 3.7(c), provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to endorse the Policy (xif not already endorsed to so provide) providing to provide for the payment to each the Class G Liquidity Provider and the Class C Liquidity Provider of interest accruing on all the outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon drawings in respect of such the Class G Liquidity Facility and Class C Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider period as and when and as such interest becomes due under the applicable in accordance with such Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to itFacilities.

No Proceeds Drawing. If If, on any Calculation Date (other than the Subordination Agent has not received a Special Payment constituting proceeds from Calculation Date occurring immediately prior to the sale Legal Final Distribution Date of any Series G Equipment Note the Certificates) falling on or after the related Trust Indenture Estate date that is 24 months after the date of the occurrence of an Event of Default under Section 4.01(a) or Indenture Estate Section 4.01(b) hereof or an Acceleration of the Securities (a the "DispositionNon-Performance Period"), as there is a Minimum Principal Shortfall in respect of the case may be, during Certificates for the 18-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note then next succeeding Regular Distribution Date (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 18-month period, the Subordination Agent shall deliver a Notice for Payment, calculated as provided in Section 3.06(i)(iii) hereof), the PolicyCash Manager shall, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No no later than 1:00 12:00 p.m. (New York City time) on the specified Special third Business Day prior to such Regular Distribution Date Date, instruct the Subordination Drawing Agent shall make to request and the specified Drawing Agent shall, no later than 12:00 p.m. (New York City time) on the second Business Day prior to such Regular Distribution Date, request, a Policy Drawing and upon its (each, a "No Proceeds Drawing") under the Policy (for payment into the Certificate Account) in an amount equal to the Minimum Principal Shortfall with respect to such Regular Distribution Date. Any request received after 12:00 p.m. (New York City time) on any Business Day shall be deemed to have been received by the Policy Provider on the next Business Day. Upon receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments as provided in Section 3.7(e). Notwithstanding the foregoingrequest, the Policy Provider has or its fiscal agent shall, no later than 12:00 p.m. (New York City time) on the right at later of (i) the end applicable Regular Distribution Date and (ii) the second Business Day following the Business Day on which the Policy Provider receives the Drawing Agent's request referred to above, pay under the Policy an amount equal to the Minimum Principal Shortfall with respect to such Regular Distribution Date. Upon receipt, the Pass Through Trustee shall direct the payment of the amount in the Certificate Account to the holders of the Certificates in payment of the Minimum Principal Shortfall therefor. Notwithstanding the preceding paragraph, with respect to any such 18-month periodRegular Distribution Date occurring on or after the date of the occurrence of an Event of Default with respect to the ACS Group Subclass A-1 Securities continuing on the date of a Final Policy Election, and the occurrence of the earlier of (x) the date of a Policy Drawing and (y) the fifth anniversary of the Initial Closing Date, the Policy Provider may, so long as no a Policy Provider Default shall not have occurred and be continuing and so long as the continuing, elect (a "Final Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(cElection"), upon at least four Business Days' prior written notice to elect the Drawing Agent (with a copy to the "Policy Provider Election") instead (a) Cash Manager and the Trustee), to pay on such Special Regular Distribution Date Date, an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 18-month period sufficient (after giving effect to the application of funds received Available Collections in accordance with the applicable payment priorities set forth in Section 3.08 hereof, the application of any Credit Facility Drawings (or drawings under any Replacement Credit Facility) and the application of any withdrawals from the Class G Liquidity Credit Facility or Reserve Account and/or withdrawals from the Class G Senior Cash Collateral Account, Account in each case attributable accordance with the terms hereof) to such interest), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date"), to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to pay the then outstanding principal balance Pool Balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and Certificates, plus accrued and unpaid interest on such amounts (at the Stated Rate of Interest Rate for Certificates) thereon, for the Class G Certificates, period from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Regular Distribution Date (after giving effect any such amount to be paid by such Policy Provider, the application "Outstanding Balance"). Upon receipt of fundsany such notice, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or Cash Manager shall (a) calculate the Class G Cash Collateral Account attributable to such interest) and without derogation of then Outstanding Balance for the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred Provider and (b) prior to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 12:00 p.m. (New York City time) on each the third Business Day prior to such date Regular Distribution Date, instruct the Drawing Agent to request, and upon its receipt of the proceeds thereof pay Drawing Agent shall request no later than 12:00 p.m. (New York City time) on the amount thereof second Business Day prior to such Regular Distribution Date, a Policy Drawing from the Policy Account to Provider in the Class G Trustee in reduction amount of the outstanding Pool then Outstanding Balance (for payment into the Certificate Account) for the Certificates. Upon receipt of the Class G Certificates together with any such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Electionrequest, the Policy Provider or its fiscal agent shall, at no later than 12:00 p.m. (New York City time) on the end later of (i) the applicable Regular Distribution Date and (ii) the second Business Day following the Business Day on which such 18-month periodPolicy Provider receives the Drawing Agent's request referred to above, provide pay under the Policy an amount equal to the Trustees and each Liquidity Provider Outstanding Balance. Upon receipt, the Pass Through Trustee shall direct the payment of the amount in the Certificate Account to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider when and as such interest becomes due under the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation holders of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that Certificates in payment of the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to itOutstanding Balance therefor.

No Proceeds Drawing. If the Subordination Agent or the Class G Trustee, as the case may be, has not received a Special Payment constituting proceeds from the sale of any a Series G Equipment Note or the related Trust Indenture Estate Collateral (including, without limitation, proceeds received in connection with the purchase by any or Indenture Estate all of the Class C Certificateholders of any Series G Equipment Note pursuant to Section 2.7 of this Agreement) (a "“Disposition"”), as the case may be, during the 1821-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (the date of such payment in full, the "“Last Payment Date"”) as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 1821-month period, the Subordination Agent shall deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee Trustee, JetBlue, the Class G Primary Liquidity Provider and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments as provided in Section 3.7(e). Notwithstanding the foregoing, the Policy Provider Provider, has the right at the end of any such 1821-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as continuing, by giving notice to the Policy Provider has not defaulted in its obligations (if any) Subordination Agent at least five days prior to endorse the Policy as provided in the next paragraph end of this Section 3.7(c)such 21-month period, to elect (the "“Policy Provider Election"”) instead (aA) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 1821-month period (after giving effect to the application of funds received from the Class G Primary Liquidity Facility or Facility, the Class G Primary Cash Collateral Account and the Above-Cap Account, in each case attributable to such interestinterest determined on a consistent basis), (bB) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(iC)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration any acceleration thereof) and interest payments (without regard to any funds available under any Liquidity Facility or any Cash Collateral Account or the Above-Cap Account) at the Stated Interest Rate for the Class G Certificates payable on such Series G Equipment Note on the related payment date (each such interest payment, an “Election Interest Payment”) and (cC) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' ’ Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' ’ Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "“Election Distribution Date"), ”) to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) Note and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to Date, as the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Notecase may be. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 1821-month periodperiod described in Section 3.7(c), provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to endorse the Policy (xif not already endorsed to so provide) providing to provide for the payment to each the Class G Primary Liquidity Provider with respect to the Class G Certificates of interest accruing on all the outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon drawings in respect of such the Class G Primary Liquidity Facility from and after the end of such 1821-month period, (y) permitting each Liquidity Provider period as and when and as such interest becomes due under in accordance with the applicable Class G Primary Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "“Excess Interest Policy Drawing") and (z) prohibiting any Drawings”). The Policy Provider hereby agrees not to otherwise amend or modify the Policy without the consent of the Class G Primary Liquidity Provider if such amendment or modification of such endorsed Policy without would adversely affect the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation rights of the Policy Class G Primary Liquidity Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.

No Proceeds Drawing. If the Subordination Agent has not received a Special Payment constituting proceeds from the sale of any that Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate Collateral (a "Disposition"), as the case may be, during the 1824-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 1824-month period, the Subordination Agent shall deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments Preference Amounts as provided in Section 3.7(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 1824-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as the Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(c), to elect (the "Policy Provider Election") instead (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 1824-month period (after giving effect to the application of funds received from the Class G Liquidity Facility or the Class G Cash Collateral Account, in each case attributable to such interest), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date"), to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18-month period, provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider when and as such interest becomes due under the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.an

No Proceeds Drawing. If If, on any Calculation Date (other than the Subordination Agent has not received a Special Payment constituting proceeds from Calculation Date occurring immediately prior to the sale Legal Final Distribution Date of any Series G Equipment Note the Certificates) falling on or after the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (that is 24 months after the date of such payment the occurrence of an Event of Default under Section 4.01(a) or Section 4.01(b) hereof or an Acceleration of the Securities (the “Non-Performance Period”), there is a Minimum Principal Shortfall in full, respect of the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to Certificates for the Last Payment Date, then on the first Business Day following the expiration of such 18-month period, the Subordination Agent shall deliver a Notice for Payment, next succeeding Regular Distribution Date (calculated as provided in Section 3.06(i)(iii) hereof), the PolicyCash Manager shall, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No no later than 1:00 12:00 p.m. (New York City time) on the specified Special third Business Day prior to such Regular Distribution Date Date, instruct the Subordination Drawing Agent shall make to request and the specified Drawing Agent shall, no later than 12:00 p.m. (New York City time) on the second Business Day prior to such Regular Distribution Date, request, a Policy Drawing and upon its (each, a “No Proceeds Drawing”) under the Policy (for payment into the Certificate Account) in an amount equal to the Minimum Principal Shortfall with respect to such Regular Distribution Date. Any request received after 12:00 p.m. (New York City time) on any Business Day or on any day that is not a Business Day shall be deemed to have been received by the Policy Provider on the next Business Day. Upon receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments as provided in Section 3.7(e). Notwithstanding the foregoingrequest, the Policy Provider has or its fiscal agent shall, no later than 12:00 p.m. (New York City time) on the right at later of (i) the end applicable Regular Distribution Date and (ii) the second Business Day following the Business Day on which the Policy Provider receives the Drawing Agent’s request referred to above, pay under the Policy an amount equal to the Minimum Principal Shortfall with respect to such Regular Distribution Date. Upon receipt, the Pass Through Trustee shall direct the payment of the amount in the Certificate Account to the holders of the Certificates in payment of the Minimum Principal Shortfall therefor. Notwithstanding the preceding paragraph, with respect to any such 18-month periodRegular Distribution Date occurring on or after the date of the occurrence of an Event of Default with respect to the ACS Group Subclass A-1 Securities continuing on the date of a Final Policy Election, and the occurrence of the earlier of (x) the date of a Policy Drawing and (y) the fifth anniversary of the Initial Closing Date, the Policy Provider may, so long as no a Policy Provider Default shall not have occurred and be continuing and so long as the continuing, elect (a “Final Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(cElection”), upon at least 104 four Business Days’ prior written notice to elect the Drawing Agent (with a copy to the "Policy Provider Election") instead (a) Cash Manager and the Trustee), to pay on such Special Regular Distribution Date Date, an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 18-month period sufficient (after giving effect to the application of funds received Available Collections in accordance with the applicable payment priorities set forth in Section 3.08 hereof, the application of any Credit Facility Drawings (or drawings under any Replacement Credit Facility) and the application of any withdrawals from the Class G Liquidity Credit Facility or Reserve Account and/or withdrawals from the Class G Senior Cash Collateral Account, Account in each case attributable accordance with the terms hereof) to such interest), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date"), to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to pay the then outstanding principal balance Pool Balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and Certificates, plus accrued and unpaid interest on such amounts (at the Stated Rate of Interest Rate for Certificates) thereon, for the Class G Certificates, period from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Regular Distribution Date (after giving effect any such amount to be paid by such Policy Provider, the application “Outstanding Balance”). Upon receipt of fundsany such notice, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or Cash Manager shall (a) calculate the Class G Cash Collateral Account attributable to such interest) and without derogation of then Outstanding Balance for the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred Provider and (b) prior to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 12:00 p.m. (New York City time) on each the third Business Day prior to such date Regular Distribution Date, instruct the Drawing Agent to request, and upon its receipt of the proceeds thereof pay Drawing Agent shall request no later than 12:00 p.m. (New York City time) on the amount thereof second Business Day prior to such Regular Distribution Date, a Policy Drawing from the Policy Account to Provider in the Class G Trustee in reduction amount of the outstanding Pool then Outstanding Balance (for payment into the Certificate Account) for the Certificates. Upon receipt of the Class G Certificates together with any such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Electionrequest, the Policy Provider or its fiscal agent shall, at no later than 12:00 p.m. (New York City time) on the end later of (i) the applicable Regular Distribution Date and (ii) the second Business Day following the Business Day on which such 18-month periodPolicy Provider receives the Drawing Agent’s request referred to above, provide pay under the Policy an amount equal to the Trustees and each Liquidity Provider Outstanding Balance. Upon receipt, the Pass Through Trustee shall direct the payment of the amount in the Certificate Account to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider when and as such interest becomes due under the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation holders of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that Certificates in payment of the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to itOutstanding Balance therefor.

No Proceeds Drawing. If the Subordination Agent has not received a Special Payment constituting proceeds from the sale of any Series G that Equipment Note or the related Trust Indenture Estate or Indenture Estate Collateral (a "Disposition"), as the case may be, during the 1824-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 1824-month period, the Subordination Agent shall deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments Preference Amounts as provided in Section 3.7(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 1824-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as the Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(c), to elect (the "Policy Provider Election") instead (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 1824-month period (after giving effect to the application of funds received from the Class G Liquidity Facility or the Class G Cash Collateral Account, in each case attributable to such interest), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date"), to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18-month period, provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider when and as such interest becomes due under the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.to

No Proceeds Drawing. If On the Subordination Agent has not received a Special Payment constituting proceeds from first Business Day that is 18 months after the sale of last date on which full payment was made on any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Defaulted Series G Equipment Note (the date of such payment in full, the "Last Payment DateNote") as to which there has subsequently been a failure to pay principal or that has subsequently been Accelerated subsequent accelerated, if the Subordination Agent has not theretofore made a drawing under the Policy pursuant to the Last Payment Date, then on the first Business Day following the expiration of such 18-month periodSection 3.7(b), the Subordination Agent shall deliver a Notice for Paymentof Nonpayment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for the payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Defaulted Series G Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Datethereon. The Subordination Agent shall promptly, but not less than 25 days prior to the such Business Day, send to the Class G Trustee, the Class B Trustee and the Class C Trustee, the Liquidity Provider for the Class G Liquidity Facility and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Defaulted Series G Equipment Note except for Avoided Payments as provided in a drawing under Section 3.7(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 18-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as the Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(c)continuing, to elect (the "Policy Provider Election") instead to pay (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid that came due on such Defaulted Series G Equipment Note (without regard to the Acceleration acceleration thereof) but was not paid during such 18-month period (after giving effect to the application of funds received from the Class G Liquidity Facility or and the Class G Cash Collateral Account, in each case attributable to such interest), ) and (b) thereafter, on each Regular Distribution Date Date, an amount equal to the scheduled principal and interest that were to become due on such Defaulted Series G Equipment Note on the related payment date (without regard to any acceleration thereof) until the establishment of an Election Distribution Date or Date. Following a Special Distribution Date referred Policy Provider Election with respect to in clause (c)(i) belowa Defaulted Series G Equipment Note, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date; each, an "Election Distribution Date") elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to Trustee, the Policy Provider may, notwithstanding the Policy Provider Election, request the Subordination AgentAgent to, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date")shall, to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Defaulted Series G Equipment Note) and accrued interest on such amounts at the Stated Interest Rate for the Class G Certificates from the previous Regular Distribution Date to such Election Distribution Date. Further, following a Policy Provider Election with respect to a Defaulted Series G Equipment Note, upon either (i) the occurrence and continuance of a Policy Provider Default or (ii) the receipt by the Subordination Agent of a Special Payment constituting the Disposition Payment in respect of such Defaulted Series G Equipment Note or related Trust Indenture Estate or Collateral, as the case may be, then the Subordination Agent shall on any Business Day (which shall be a Special Distribution Date) elected by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee and the Policy Provider, make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment NoteDate. The Subordination Agent shall make each such drawing referred to in this paragraph subparagraph (c) under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date the relevant Special Distribution Date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such the first occurring 18-month periodperiod described in Section 3.7(c), provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to amend the Policy (xif not already amended to so provide) providing to provide for the payment to each the Class G Liquidity Provider, the Class B Liquidity Provider and the Class C Liquidity Provider of interest accruing on all the outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon drawings in respect of such the Class G Liquidity Facility, Class B Liquidity Facility and Class C Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider period as and when and as such interest becomes due under the applicable in accordance with such Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to itFacilities.

No Proceeds Drawing. If On the first Business Day that is 24 months after the last date on which any payment was made on any Series G Equipment Note as to which there has subsequently been a failure to pay principal or that has subsequently been Accelerated, if the Subordination Agent has not received a Special Payment constituting proceeds from the sale disposition of any Series G that Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition")Collateral, as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 18-month period, the Subordination Agent shall deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of subsequent sale or in respect other disposition of such Equipment Note except for Avoided Payments as provided in Section 3.7(e)Note. Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 1824-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as the Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(c)continuing, to elect (the "Policy Provider Election") instead (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid that came due on such Series G Equipment Note (without regard to the Acceleration acceleration thereof) during such 1824-month period (after giving effect to the application of funds received from the Class G Liquidity Facility or Facility, the Class G Cash Collateral AccountAccount and any Policy Drawings, in each case attributable to such interest), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) belowDate, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable that were to become due on such Equipment Note on the related payment date (without regard to any acceleration thereof) and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of the sale or in respect other disposition of such Equipment Note or the related Trust Indenture Estate or the Collateral, on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause clauses (i) and (ii) an "Election Distribution Date"), ) to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) Note and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18-month period, provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider when and as such interest becomes due under the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.the

No Proceeds Drawing. If If, on any Payment Date (other than the Subordination Agent has not received a Special Payment constituting proceeds from Final Maturity Date of the sale of any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (Class G-1 Notes and the date of the Final Policy Election) falling on or after the date that is 24 months after the date of the issuance of a Default Notice or an Acceleration of the Notes that is continuing as of the Calculation Date immediately preceding such payment Payment Date or an Acceleration of the Notes (the “Non-Performance Period”), there is a Minimum Class G Principal Shortfall in full, respect of the "Last Notes for the then next succeeding Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 18-month period, the Subordination Agent shall deliver a Notice for Payment, Date (calculated as provided in Section 3.07(h)(iii) hereof), the PolicyCash Manager shall, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No no later than 1:00 12:00 p.m. (New York City time) on the specified Special Distribution Date third Business Day prior to such Payment Date, instruct the Subordination Agent shall make Trustee to request and the specified Trustee shall, no later than 12:00 p.m. (New York City time) on the second Business Day prior to such Payment Date, request, a Policy Drawing and upon its (each, a “No Proceeds Drawing”) under the Policy (for payment into the applicable Note Account) in an amount equal to the Minimum Class G Principal Shortfall with respect to such Payment Date. Any request received after 12:00 p.m. (New York City time) on any Business Day or on any day that is not a Business Day shall be deemed to have been received by the Policy Provider on the next Business Day. Upon receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments as provided in Section 3.7(e). Notwithstanding the foregoingrequest, the Policy Provider has or its fiscal agent shall, no later than 12:00 p.m. (New York City time) on the right at later of (i) the end applicable Payment Date and (ii) the second Business Day following the Business Day on which the Policy Provider receives the Trustee’s request referred to above, pay under the Policy an amount equal to the Minimum Class G Principal Shortfall with respect to such Payment Date. Upon receipt, the Trustee shall direct the payment of the amount in the related Note Account to the holders of the Class G-1 Notes in payment of the Minimum Class G Principal Shortfall therefor. Notwithstanding the preceding paragraph, with respect to any such 18-month periodPayment Date occurring on or after the date of the occurrence of an Event of Default with respect to the Class G-1 Notes that is continuing on the date of the Final Policy Election, and the occurrence of the earlier of (i) the date of a Policy Drawing and (ii) the 60th Payment Date, the Policy Provider may, so long as no a Policy Provider Default shall not have occurred and be continuing and so long as the Policy Provider has not defaulted been surrendered for cancellation in its obligations accordance with Section 3.15(k) hereof, elect (if any) to endorse the a “Final Policy as provided in the next paragraph of this Section 3.7(cElection”), upon at least four Business Days’ prior Written Notice to elect the Trustee (with a copy to the "Policy Provider Election") instead (a) Cash Manager), to pay on such Special Distribution Date Payment Date, an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 18-month period sufficient (after giving effect to the application of funds received Available Collections in accordance with the applicable payment priorities set forth in Section 3.09, the application of any Facility Drawings (or drawings under any Replacement Liquidity Facility) and the application of any withdrawals from the Class G Liquidity Facility Reserve Account or the Class G Senior Cash Collateral Account (if established) and any withdrawals from the Cash Collateral Account, if any, in each case attributable accordance with the terms hereof) to such interest), (b) thereafter, on each Regular Distribution Date until pay the establishment then Outstanding Principal Balance of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date"), to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note G-1 Notes (less any Policy Drawings previously paid by the Policy Provider in respect of the principal of such Equipment Note) and the Class G Notes), plus accrued and unpaid interest on such amounts thereon (at the Stated Applicable Rate of Interest Rate for the Class G CertificatesG-1 Notes), for the period from the immediately preceding Regular Distribution Payment Date to the date of such Election Distribution Date or payment (any such Special Distribution Date amount to be paid by such Policy Provider, the “Outstanding Balance”). Upon receipt of any such notice, the Cash Manager shall (after giving effect to A) calculate the application then Outstanding Balance of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable G-1 Notes and (B) prior to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 12:00 p.m. (New York City time) on each the third Business Day prior to such date Payment Date, instruct the Trustee to request, and upon its receipt the Trustee shall request no later than 12:00 p.m. (New York City time) on the second Business Day prior to such Payment Date, a Policy Drawing in respect of the proceeds thereof pay Class G-1 Notes in the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool then Outstanding Balance of the Class G Certificates together with G-1 Notes. Upon receipt of any such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Electionrequest, the Policy Provider or its fiscal agent shall, at no later than 12:00 p.m. (New York City time) on the end later of such 18-month period, provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment applicable Payment Date and (y) the second Business Day following the Business Day on which the Policy Provider receives the Trustee’s request referred to each Liquidity Provider of interest accruing on all outstanding Drawings above, pay under such Liquidity Provider's Liquidity Facility together with accrued interest thereon the Policy, in respect of such Liquidity Facility from and after the end of such 18-month periodClass G-1 Notes, (y) permitting each Liquidity Provider when and as such interest becomes due under an amount equal to the Outstanding Balance for the Class G-1 Notes. Upon receipt, the Trustee shall pay the amount in the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion Note Account to the effect that the Policy as endorsed constitutes an enforceable obligation holders of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that Class G-1 Notes in payment of the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to itOutstanding Balance therefor.

No Proceeds Drawing. If a Payment Default exists with respect to any Senior Equipment Note (without giving effect to any Acceleration or any payments by any Liquidity Provider or the Policy Provider) for a period of eight consecutive Interest Periods (such period, the "Default Period") and continues to exist on the Regular Distribution Date on which such eighth Interest Period ends, on the 25th day following such Regular Distribution Date (or if such 25th day is not a Business Day, the next Business Day), unless a Policy Provider Election has been made with respect to such Senior Equipment Note or the Subordination Agent has not received a Special Payment constituting proceeds from the sale of any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, Final Disposition during the 18-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 18-month periodDefault Period, the Subordination Agent shall deliver a Notice for Payment, as provided in the each applicable Policy, to the each applicable Policy Provider or and its fiscal agentapplicable Fiscal Agent, requesting a Policy Drawing Drawing(s) under the each such Policy (for payment into the applicable Policy AccountAccount(s)) in an amount equal to the then outstanding principal amount of such the Senior Equipment Note applicable to the Class of Insured Senior Certificates that has the benefit of such Policy (less the aggregate amount of any Policy Drawings previously paid by such Policy Provider in respect of principal on such Insured Senior Certificates) plus accrued and unpaid interest thereon at the applicable Stated Interest Rate for the Class G such Insured Senior Certificates (calculated assuming that JetBlue will not cure any Payment Default) from the immediately preceding Regular Distribution Date to the below referred to such Special Distribution Date. The Unless a Policy Provider Election has been made or deemed to have been made, the Subordination Agent shall promptly, but not less than 25 days prior to such Business DaySpecial Distribution Date, send to the Class G Trustee applicable Senior Trustees and the Policy Providers a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day Special Distribution Date as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution DateDrawings. No later than 1:00 12:00 p.m. (New York City time) on the specified Special Distribution Date Date, the Subordination Agent shall make the specified Policy Drawing Drawings and upon its receipt of the proceeds thereof pay the amount thereof from the applicable Policy Account Accounts to the Class G applicable Senior Trustee in reduction of the outstanding Pool Balance of each applicable Class of Insured Senior Certificates having the Class G Certificates benefit of the applicable Policy together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c3.6(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c3.6(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments as provided in Section 3.7(e3.6(f). Notwithstanding the foregoing, the each Policy Provider has the right right, by Written Notice to the Subordination Agent given at least 10 days prior to the end of any such 1824-month period, so long as no Policy Provider Default with respect to such Policy Provider shall have occurred and be continuing and so long as the Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(c)continuing, to elect make an election (the "Policy Provider Election") (which Policy Provider Election shall be deemed to have been given on the day that is ten days prior to end of such 24-month period, unless (x) such Policy Provider shall have affirmatively elected by notice to the Subordination Agent to not make such Policy Provider Election on or prior to such day, (y) a Policy Provider Default with respect to such Policy Provider shall have occurred and be continuing as of such day or (z) the Subordination Agent has received a Special Payment constituting the proceeds from a Final Disposition during such 24-month period) instead (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal principal, if any, and interest payable but not paid (whether by JetBlue or by the application of proceeds from the sale of any Collateral in connection with the exercise of remedies under the Indenture) on such Series G the Senior Equipment Note (without regard Note(s) applicable to the Acceleration thereof) Insured Senior Certificates insured by such Policy Provider (calculated assuming that JetBlue will not cure any Payment Default), during such 1824-month period (after giving effect to reduced by the application amount of funds received from the Class G applicable Primary Liquidity Facility or Facility, the Class G applicable Primary Cash Collateral Account, in each case attributable to such interest), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date"), to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, from the immediately preceding Regular Distribution Date to such Election Distribution Date applicable Above-Cap Account or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18-month period, provide to the Trustees and each Liquidity Provider to the extent not previously provided (aof any Policy Drawings paid by it pursuant to Section 3.6(a) an endorsement to made as a result of a failure of the Policy (x) providing for the payment to each applicable Primary Liquidity Provider of interest accruing on all outstanding to honor Interest Drawings under such Liquidity Provider's Section 2.02(a) of the applicable Primary Liquidity Facility together with accrued interest thereon in respect or a failure of such Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider when and as such interest becomes due under the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Above-Cap Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.applicable Liquidity

No Proceeds Drawing. If On the Subordination Agent has not received first Business Day (which shall be a Special Payment constituting proceeds from Distribution Date) that is 21 months after the sale of last date on which full payment was made on any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Defaulted Series G Equipment Note (the date of such payment in full, the "Last Payment DateNote") as to which there has subsequently been a failure to pay principal or that has subsequently been Accelerated subsequent Accelerated, if the Subordination Agent has not theretofore made a drawing under the Policy pursuant to the Last Payment Date, then on the first Business Day following the expiration of such 18-month periodSection 3.7(b), the Subordination Agent shall deliver a Notice for Paymentof Nonpayment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Defaulted Series G Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to Northwest, the Trustees, the Primary Liquidity Provider for the Class G Trustee Primary Liquidity Facility and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereonon the amount of such reduction. For the avoidance of doubt, after the payment by the Policy Provider in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Defaulted Series G Equipment Note except for Avoided Payments as provided in a drawing under Section 3.7(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 18-month periodright, so long as no Policy Provider Default shall have occurred and be continuing and so long as continuing, upon notice to the Policy Provider has not defaulted in its obligations (if any) Subordination Agent given at least five days prior to endorse the Policy as provided in Special Distribution Date established by the next Subordination Agent pursuant to the first paragraph of this Section 3.7(c), to elect instead (the "Policy Provider Election") instead (a) to pay (i) on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid that came due on such Defaulted Series G Equipment Note (without regard to the Acceleration thereof) but was not paid during such 1821-month period (after giving effect to the application of funds received from the Class G Primary Liquidity Facility or and the Class G Primary Cash Collateral Account (and in the case of the Class G-1 Certificates, the Class G-1 Above-Cap Account), in each case attributable to such interest), ) and (bii) thereafter, on each Regular Distribution Date Date, an amount equal to the scheduled principal and interest that were to become due on such Defaulted Series G Equipment Note on the related payment date (without regard to any acceleration thereof or to any funds available under any Liquidity Facility or any Cash Collateral Account) until the establishment of an Election Distribution Date or a Special Distribution Date referred established as provided in the immediately following sentence (each such interest payment, an "Election Interest Payment"). Following a Policy Provider Election with respect to in clause (c)(i) belowa Defaulted Series G Equipment Note, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to Trustee, the Policy Provider may, notwithstanding the Policy Provider Election, request the Subordination AgentAgent to, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date")shall, to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Defaulted Series G Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates from the previous Regular Distribution Date to such Special Distribution Date. Further, following a Policy Provider Election with respect to a Defaulted Series G Equipment Note, upon the occurrence and continuance of a Policy Provider Default, the Subordination Agent shall on any Business Day (an "Election Distribution Date", which shall be a Special Distribution Date) elected by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee and the Policy Provider, make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment NoteDate. The Subordination Agent shall make each such drawing Policy Drawing referred to in this paragraph subparagraph (c) under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date the relevant Special Distribution Date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18the first occurring 21-month periodperiod described in Section 3.7(c), provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to endorse the Policy (xif not already endorsed to so provide) providing to provide for the payment to each the Primary Liquidity Provider with respect to the Class G-1 Certificates and to the Primary Liquidity Provider with respect to the Class G-2 Certificates of interest accruing on all the outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon drawings in respect of such the related Liquidity Facility Facilities from and after the end of such 1821-month period, (y) permitting each Liquidity Provider period as and when and as such interest becomes due under the applicable in accordance with such Primary Liquidity Facility Facilities. The Policy Provider hereby agrees not to demand payment thereof directly from otherwise amend or modify the Policy without the consent of the Primary Liquidity Provider under if such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without would adversely affect the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation rights of the Policy Primary Liquidity Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.

No Proceeds Drawing. If On the Subordination Agent has not received first Business Day (which shall be a Special Payment constituting proceeds from Distribution Date) that is 21 months after the sale of last date on which full payment was made on any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Series DEFAULTED SERIES G Equipment Note (the date of such payment in full, the "Last Payment DateEQUIPMENT NOTE") as to which there has subsequently been a failure to pay principal or that has subsequently been Accelerated subsequent Accelerated, if on or prior to the Last Payment Date, then on the first such Business Day following the expiration of such 18-month periodSubordination Agent has not theretofore made a drawing under the Policy pursuant to Section 3.07(b), the Subordination Agent shall deliver a Notice for Paymentof Nonpayment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Defaulted Series G Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to Delta, the Class G Trustee Trustees, the Primary Liquidity Provider and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereonon the amount of such reduction. For the avoidance of doubt, after the payment by the Policy Provider in full of such amount under this Section 3.7(c3.07(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c3.07(c) in respect of any Disposition of or in respect of such Defaulted Series G Equipment Note except for Avoided Payments a drawing in respect of Preference Amounts as provided in Section 3.7(e3.07(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 18-month periodright, so long as no Policy Provider Default shall have occurred and be continuing and so long as continuing, upon notice to the Policy Provider has not defaulted in its obligations (if any) Subordination Agent given at least five days prior to endorse the Policy as provided in Special Distribution Date established by the next Subordination Agent pursuant to the first paragraph of this Section 3.7(c3.07(c), to elect instead (the "Policy Provider ElectionPOLICY PROVIDER ELECTION") instead (a) to pay (i) on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid that came due on such Defaulted Series G Equipment Note (without regard to the Acceleration thereof) but was not paid during such 1821-month period (after giving effect to the application of funds received from the Class G Primary Liquidity Facility or Facility, the Class G Primary Cash Collateral Account and the Above-Cap Account, in each case attributable to such interest), ) and (bii) thereafter, on each Regular Distribution Date Date, an amount equal to the scheduled principal and interest that were to become due on such Defaulted Series G Equipment Note on the related payment date (without regard to any Acceleration thereof or to any funds available under the Primary Liquidity Facility, any Cash Collateral Account or the Above-Cap Account) until the establishment of an Election Distribution Date or a Special Distribution Date referred established as provided in the immediately following sentence (the interest portion of each such payment, an "ELECTION INTEREST PAYMENT"). Following a Policy Provider Election with respect to in clause (c)(i) belowa Defaulted Series G Equipment Note, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to Trustee, the Policy Provider may, notwithstanding the Policy Provider Election, request the Subordination AgentAgent to, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date")shall, to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Defaulted Series G Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G CertificatesCertificates from the immediately preceding Regular Distribution Date to such Special Distribution Date. Further, following a Policy Provider Election with respect to a Defaulted Series G Equipment Note, upon the occurrence and continuance of a Policy Provider Default, the Subordination Agent shall on any Business Day (an "ELECTION DISTRIBUTION DATE", which shall be a Special Distribution Date) elected by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee and the Policy Provider, make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Defaulted Series G Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment NoteDate. The Subordination Agent shall make each such drawing Policy Drawing referred to in this paragraph subparagraph (c) under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date the relevant Special Distribution Date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18-month period, provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 1821-month period, (y) permitting each honor drawings by the Primary Liquidity Provider when and as such interest becomes due under in respect of amounts referred to in clause (g) of the applicable Liquidity Facility to demand payment thereof directly from definition of "Deficiency Amount" contained in the Policy Provider under such endorsed Policy (each such demandeach, an "Excess Interest Policy DrawingEXCESS INTEREST POLICY DRAWING") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider). Each The Primary Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it. Upon the issuance of any Replacement Primary Liquidity Facility pursuant to Section 3.06(e), the Policy Provider agrees to promptly deliver to the Replacement Primary Liquidity Provider providing such Replacement Primary Liquidity Facility a certified copy of the Policy, provided that the Primary Liquidity Provider being replaced returns its certified copy of the Policy to the Policy Provider.

No Proceeds Drawing. If the Subordination Agent or the Class G Trustee, as the case may be, has not received a Special Payment constituting proceeds from the sale of any a Series G Equipment Note or the related Trust Indenture Estate Collateral (including, without limitation, proceeds received in connection with the purchase by any or Indenture Estate all of the Class C Certificateholders of any Series G Equipment Note pursuant to Section 2.7 of this Agreement) (a "“Disposition"”), as the case may be, during the 1821-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (the date of such payment in full, the "“Last Payment Date"”) as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 1821-month period, the Subordination Agent shall deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee Trustee, JetBlue, the Liquidity Provider and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments Preference Amounts as provided in Section 3.7(e). Notwithstanding the foregoing, the Policy Provider Provider, has the right at the end of any such 1821-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as continuing, by giving notice to the Policy Provider has not defaulted in its obligations (if any) Subordination Agent at least five days prior to endorse the Policy as provided in the next paragraph end of this Section 3.7(c)such 21-month period, to elect (the "“Policy Provider Election"”) instead (aA) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 1821-month period (after giving effect to the application of funds received from the Class G Primary Liquidity Facility or Facility, the Class G Primary Cash Collateral Account and the Above-Cap Account, in each case attributable to such interestinterest determined on a consistent basis), (bB) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(iC)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration any acceleration thereof) and interest payments (without regard to any funds available under any Liquidity Facility or any Cash Collateral Account or the Above-Cap Account) at the Stated Interest Rate for the Class G Certificates payable on such Equipment Note on the related payment date (each such interest payment, an “Election Interest Payment”) and (cC) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' ’ Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' ’ Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "“Election Distribution Date"), ”) to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) Note and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to Date, as the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Notecase may be. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 1821-month periodperiod described in Section 3.7(c), provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to endorse the Policy (xif not already endorsed to so provide) providing to provide for the payment to each the Primary Liquidity Provider with respect to the Class G Certificates of interest accruing on all the outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon drawings in respect of such the Primary Liquidity Facility from and after the end of such 1821-month period, (y) permitting each Liquidity Provider period as and when and as such interest becomes due under in accordance with the applicable Primary Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "“Excess Interest Policy Drawing") and (z) prohibiting any Drawings”). The Policy Provider hereby agrees not to otherwise amend or modify the Policy without the consent of the Primary Liquidity Provider if such amendment or modification of such endorsed Policy without would adversely affect the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation rights of the Policy Primary Liquidity Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.

No Proceeds Drawing. If On the Subordination Agent has not received first Business Day (which shall be a Special Payment constituting proceeds from Distribution Date) that is 21 months after the sale of last date on which full payment was made on any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Defaulted Series G Equipment Note (the date of such payment in full, the "Last Payment DateNote") as to which there has subsequently been a failure to pay principal or that has subsequently been Accelerated subsequent Accelerated, if the Subordination Agent has not theretofore made a drawing under the Policy pursuant to the Last Payment Date, then on the first Business Day following the expiration of such 18-month periodSection 3.07(b), the Subordination Agent shall deliver a Notice for Paymentof Nonpayment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Defaulted Series G Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to such Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to American, the Trustees, the Primary Liquidity Provider for the Class G Trustee Primary Liquidity Facility and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereonon the amount of such reduction. For the avoidance of doubt, after the payment by the Policy Provider in full of such amount under this Section 3.7(c3.07(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c3.07(c) in respect of any Disposition of or in respect of such Defaulted Series G Equipment Note except for Avoided Payments as provided in a drawing under Section 3.7(e3.07(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 18-month periodright, so long as no Policy Provider Default shall have occurred and be continuing and so long as continuing, upon notice to the Policy Provider has not defaulted in its obligations (if any) Subordination Agent given at least five days prior to endorse the Policy as provided in Special Distribution Date established by the next Subordination Agent pursuant to the first paragraph of this Section 3.7(c3.07(c), to elect instead (the "Policy Provider Election") instead (a) to pay (i) on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid that came due on such Defaulted Series G Equipment Note (without regard to the Acceleration thereof) but was not paid during such 1821-month period (after giving effect to the application of funds received from the Class G Primary Liquidity Facility or and withdrawals of funds from the Class G Primary Cash Collateral Account and the Class G Above-Cap Account, in each case attributable to in respect of such interest), ) and (bii) thereafter, on each Regular Distribution Date Date, an amount equal to the scheduled principal and interest that becomes due on such Defaulted Series G Equipment Note on the related payment date (without regard to any Acceleration thereof or to any funds available under any Liquidity Facility or any Cash Collateral Account) until the establishment of an Election Distribution Date or a Special Distribution Date referred established as provided in the immediately following sentence (each such interest payment, an "Election Interest Payment"). Following a Policy Provider Election with respect to in clause (c)(i) belowa Defaulted Series G Equipment Note, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to Trustee, the Policy Provider may, notwithstanding the Policy Provider Election, request the Subordination AgentAgent to, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date")shall, to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Defaulted Series G Equipment Note) and accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the previous Regular Distribution Date to such Special Distribution Date. Further, following a Policy Provider Election with respect to a Defaulted Series G Equipment Note, upon the occurrence and continuance of a Policy Provider Default, the Subordination Agent shall on any Business Day (an "Election Distribution Date", which shall be a Special Distribution Date) elected by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee and the Policy Provider, make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts thereon at the Stated Interest Rate for the Class G Certificates, Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment NoteDate. The Subordination Agent shall make each such drawing Policy Drawing referred to in this paragraph subparagraph (c) under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date the relevant Special Distribution Date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18the first occurring 21-month periodperiod described in Section 3.07(c), provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to endorse the Policy (xif not already endorsed to so provide) providing to provide for the payment to each the Primary Liquidity Provider with respect to the Class G Certificates of interest accruing on all the outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such the Class G Primary Liquidity Facility from and after the end of such 1821-month period, (y) permitting each Liquidity Provider period as and when and as such interest becomes due under in accordance with the applicable Class G Primary Liquidity Facility Facility. The Policy Provider hereby agrees not to demand payment thereof directly from otherwise amend or modify the Policy without the consent of the Primary Liquidity Provider under if such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without would adversely affect the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation rights of the Policy Primary Liquidity Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.

No Proceeds Drawing. If On the Subordination Agent has not received first Business Day (which shall be a Special Payment constituting proceeds from Distribution Date) that is 24 months after the sale of last date on which full payment was made on any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Defaulted Series G Equipment Note (the date of such payment in full, the "Last Payment DateNote") as to which there has subsequently been a failure to pay principal or that has subsequently been Accelerated subsequent Accelerated, if on or prior to the Last Payment Date, then on the first such Business Day following the expiration of such 18-month periodSubordination Agent has not theretofore made a drawing under the Policy pursuant to Section 3.07(b), the Subordination Agent shall deliver a Notice for Paymentof Nonpayment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Defaulted Series G Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to such Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to American, the Trustees, the Class G Trustee Liquidity Provider and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereonon the amount of such reduction at the Stated Interest Rate for the Class G Certificates. For the avoidance of doubt, after the payment by the Policy Provider in full of such amount under this Section 3.7(c3.07(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c3.07(c) in respect of any Disposition of or in respect of such Defaulted Series G Equipment Note except for Avoided Payments a drawing in respect of Preference Amounts as provided in Section 3.7(e3.07(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 18-month periodright, so long as no Policy Provider Default shall have occurred and be continuing and so long as continuing, upon notice to the Policy Provider has not defaulted in its obligations (if any) Subordination Agent given at least five days prior to endorse the Policy as provided in Special Distribution Date established by the next Subordination Agent pursuant to the first paragraph of this Section 3.7(c3.07(c), to elect instead (the "Policy Provider Election") instead (a) to pay (i) on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid at the Stated Interest Rate for the Class G Certificates that came due on such Defaulted Series G Equipment Note (without regard to the Acceleration thereof) but was not paid during such 1824-month period (after giving effect to the application of funds received from the Class G Liquidity Facility or and withdrawals of funds from the Class G Cash Collateral Account, in each case attributable to in respect of such interest), ) and (bii) thereafter, on each Regular Distribution Date Date, an amount equal to the scheduled principal and interest at the Stated Interest Rate for the Class G Certificates that becomes due on such Defaulted Series G Equipment Note on the related payment date (without regard to any Acceleration thereof or to any funds available under the Class G Liquidity Facility or the Class G Cash Collateral Account) until the establishment of an Election Distribution Date or a Special Distribution Date referred established as provided in the immediately following sentence (the interest portion of each such payment, an "Election Interest Payment"). Following a Policy Provider Election with respect to in clause (c)(i) belowa Defaulted Series G Equipment Note, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to Trustee, the Policy Provider may, notwithstanding the Policy Provider Election, request the Subordination AgentAgent to, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date")shall, to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Defaulted Series G Equipment Note) and accrued and unpaid interest on such amounts thereon at the Stated Interest Rate for the Class G CertificatesCertificates from the immediately preceding Regular Distribution Date to such Special Distribution Date. Further, following a Policy Provider Election with respect to a Defaulted Series G Equipment Note, upon the occurrence and continuance of a Policy Provider Default, the Subordination Agent shall on any Business Day (an "Election Distribution Date", which shall be a Special Distribution Date) elected by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee and the Policy Provider, make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Defaulted Series G Equipment Note) and accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment NoteDate. The Subordination Agent shall make each such drawing Policy Drawing referred to in this paragraph subparagraph (c) under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date the relevant Special Distribution Date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18-month period, provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 1824-month period, (y) permitting each period honor drawings by the Class G Liquidity Provider when and as such interest becomes due under in respect of amounts referred to in clause (g) of the applicable Liquidity Facility to demand payment thereof directly from definition of "Deficiency Amount" contained in the Policy Provider under such endorsed Policy (each such demandeach, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.Interest

No Proceeds Drawing. If a Payment Default exists with respect to the Series G Equipment Note (without giving effect to any Acceleration or any payments by any Liquidity Provider or the Policy Provider) for a period of eight consecutive Interests Periods (such period, the “Default Period”) (regardless of whether the Subordination Agent has not received a Special Payment constituting proceeds from any Disposition during such Default Period) and continues to exist on the sale of any Series G Equipment Note Regular Distribution Date on which such eighth Interest Period ends, on the 25th day following such Regular Distribution Date (or if such 25th day is not a Business Day, the related Trust Indenture Estate or Indenture Estate (a "Disposition"next Business Day), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there unless a Policy Provider Election has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 18-month periodmade, the Subordination Agent shall deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or and its fiscal agentFiscal Agent, requesting a Policy Drawing under the such Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such the Series G Equipment BACK Note (less the amount of any Policy Drawings previously paid by the Policy Provider in respect of principal) plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates (calculated assuming that Continental will not cure any Payment Default) from the immediately preceding Regular Distribution Date to the below referred to such Special Distribution Date. The Unless a Policy Provider Election has been made or deemed to have been made, the Subordination Agent shall promptly, but not less than 25 days prior to such Business DaySpecial Distribution Date, send to the Class G Trustee and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day Special Distribution Date as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 12:00 p.m. (New York City time) on the specified Special Distribution Date Date, the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c3.6(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c3.6(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments as provided in Section 3.7(e3.6(f). Notwithstanding the foregoing, the Policy Provider has the right right, by Written Notice to the Subordination Agent given at least 10 days prior to the end of any such 1824-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as the Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(c)continuing, to elect make an election (the "Policy Provider Election") (which Policy Provider Election shall be deemed to have been given on the day that is ten days prior to end of such 24-month period, unless (x) the Policy Provider shall have affirmatively elected by notice to the Subordination Agent to not make such Policy Provider Election on or prior to such day or (y) a Policy Provider Default shall have occurred and be continuing as of such day) instead (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid (whether by Continental or by the application of proceeds from the sale of any Collateral in connection with the exercise of remedies under the Indenture) on such the Series G Equipment Note (without regard to the Acceleration thereof) calculated assuming that Continental will not cure any Payment Default), during such 1824-month period (after giving effect to reduced by the application amount of funds received from the Class G Policy Provider in connection with any prior Policy Drawing made under Section 3.6(b) hereof and from the Primary Liquidity Facility or Facility, the Class G Primary Cash Collateral Account, in each case attributable the Above-Cap Account or the Policy Provider to such interestthe extent of any Policy Drawings pursuant to Section 3.6(a) made as a result of a failure of the Primary Liquidity Provider to honor Interest Drawings under Section 2.02(a) of the Primary Liquidity Facility or a failure of the Above-Cap Liquidity Provider and the Liquidity Guarantor to make an Above-Cap Payment under the Above-Cap Liquidity Facility), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the any Acceleration thereofthereof or any Redemption Notice that Continental has failed to honor but taking into account any adjustments previously made for redemptions) and interest payable on such Equipment Note on payments (without regard to any funds available under the related payment date Primary Liquidity Facility, the Primary Cash Collateral Account or the Above-Cap Account and (ccalculated assuming Continental will not cure any Payment Default) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date"), to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G CertificatesCertificates scheduled to be paid on the Series G Equipment Note on the related payment date (each such interest payment on the Series G Equipment Note, from an “Election Interest Payment”), except that the immediately preceding Policy Provider shall not be required to pay (x) any amount in respect of principal under this clause (b) on any Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, 1) if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18-month period, provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider when and as such interest becomes due under the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.it has

No Proceeds Drawing. If On the Subordination Agent has not received first Business Day (which shall be a Special Payment constituting proceeds from the sale of any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on Distribution Date) that is 24 months after the last date on which any payment was made in full on such any Series G G-1 Equipment Note or Series G-2 Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then if on the first or prior to such Business Day following the expiration Subordination Agent has not received a Special Payment constituting proceeds from the Disposition of or in respect of such 18-month periodEquipment Note, unless a Policy Provider Election has been made with respect to such Equipment Note, the Subordination Agent shall deliver a Notice for Payment, as provided in the related Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the such Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G G-1 Certificates or the Class G-2 Certificates, as the case may be, from the immediately preceding Regular Distribution Date to the below referred to such Special Distribution Date. The Unless a Policy Provider Election has been made with respect to such Equipment Note, the Subordination Agent shall promptly, but not less than 25 days prior to such Business DaySpecial Distribution Date, send to the Class G G-1 Trustee or the Class G-2 Trustee, as applicable, and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day Special Distribution Date as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date Date, the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the applicable Policy Account to the Class G G-1 Trustee or the Class G-2 Trustee, as applicable, in reduction of the outstanding Pool Balance of the Class G G-1 Certificates or the Class G-2 Certificates, as the case may be, together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments Preference Amounts as provided in Section 3.7(e). Notwithstanding the foregoing, the Policy Provider has the right right, by Written Notice to the Subordination Agent given at least 35 days prior to the end of any such 1824-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as the Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(c)continuing, to elect make an election (the "Policy Provider ElectionPOLICY PROVIDER ELECTION") ), instead (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G G-1 Equipment Note or Series G-2 Equipment Note, as the case may be (without regard to the Acceleration thereof) ), during such 1824-month period (after giving effect to reduced by the application amount of funds received from from, in the case of a Series G-1 Equipment Note, the Class G G-1 Primary Liquidity Facility, the Class G-1 Cash Collateral Account or the Class G-1 Above-Cap Account or, in the case of a Series G-2 Equipment Note, the Class G-2 Primary Liquidity Facility or the Class G G-2 Cash Collateral Account, in each case attributable with respect to such interest), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the related Policy for an amount equal to the scheduled principal (without regard to the any Acceleration thereof) and interest payable payments (without regard to any funds available under any Primary Liquidity Facility, any Cash Collateral Account or the Class G-1 Above-Cap Account) at the Stated Interest Rate for the Class G-1 Certificates or the Class G-2 Certificates, as the case may be, scheduled to be paid on such Equipment Note on the related payment date (each such interest payment on such Equipment Note, an "ELECTION INTEREST PAYMENT") and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G G-1 Trustee or the Class G-2 Trustee, as applicable, have the right to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a the Disposition of or in respect of such Equipment Note Note, on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G G-1 Trustee or the Class G-2 Trustee, as applicable (each such Business Day in the case of clause (ii) an "Election Distribution DateELECTION DISTRIBUTION DATE"), to permit the Subordination Agent, in each case, to make a Policy Drawing under the related Policy for an amount equal to the then outstanding principal balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts amount at the Stated Interest Rate for the Class G G-1 Certificates or the Class G-2 Certificates, as the case may be, from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to Date, as the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) case may be and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred to in this paragraph under the related Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the applicable Policy Account to the Class G G-1 Trustee or the Class G-2 Trustee, as applicable, in reduction of the outstanding Pool Balance of the Class G G-1 Certificates or the Class G-2 Certificates, as the case may be, together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 18-month period, provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 1824-month period, (y) permitting each honor drawings by either Primary Liquidity Provider when and as such interest becomes due under in respect of amounts referred to in clause (g) of the applicable Liquidity Facility to demand payment thereof directly from definition of "Deficiency Amount" contained in the Policy Provider under such endorsed related Policy (each such demandeach, an "Excess Interest Policy DrawingEXCESS INTEREST POLICY DRAWING") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider). Each Primary Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto PRO TANTO the Liquidity Obligations owing to it. Upon the issuance of any Replacement Primary Liquidity Facility pursuant to Section 3.6(e), the Policy Provider agrees to promptly deliver to the Replacement Primary Liquidity Provider providing such Replacement Primary Liquidity Facility a certified copy of the related Policy, provided that the Primary Liquidity Provider being replaced returns its certified copy of the related Policy to the Policy Provider.

No Proceeds Drawing. If If, on any Calculation Date (other than the Subordination Agent has not received a Special Payment constituting proceeds from Calculation Date occurring immediately prior to the sale Legal Final Distribution Date of any Series G Equipment Note the Certificates) falling on or after the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (that is 24 months after the date of such payment the occurrence of an Event of Default under Section 4.01(a) or Section 4.01(b) hereof or an Acceleration of the Securities (the “Non-Performance Period”), there is a Minimum Principal Shortfall in full, respect of the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to Certificates for the Last Payment Date, then on the first Business Day following the expiration of such 18-month period, the Subordination Agent shall deliver a Notice for Payment, next succeeding Regular Distribution Date (calculated as provided in Section 3.06(i)(iii) hereof), the PolicyCash Manager shall, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No no later than 1:00 12:00 p.m. (New York City time) on the specified Special third Business Day prior to such Regular Distribution Date Date, instruct the Subordination Drawing Agent shall make to request and the specified Drawing Agent shall, no later than 12:00 p.m. (New York City time) on the second Business Day prior to such Regular Distribution Date, request, a Policy Drawing and upon its (each, a “No Proceeds Drawing”) under the Policy (for payment into the Certificate Account) in an amount equal to the Minimum Principal Shortfall with respect to such Regular Distribution Date. Any request received after 12:00 p.m. (New York City time) on any Business Day or on any day that is not a Business Day shall be deemed to have been received by the Policy Provider on the next Business Day. Upon receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments as provided in Section 3.7(e). Notwithstanding the foregoingrequest, the Policy Provider has or its fiscal agent shall, no later than 12:00 p.m. (New York City time) on the right at later of (i) the end applicable Regular Distribution Date and (ii) the second Business Day following the Business Day on which the Policy Provider receives the Drawing Agent’s request referred to above, pay under the Policy an amount equal to the Minimum Principal Shortfall with respect to such Regular Distribution Date. Upon receipt, the Pass Through Trustee shall direct the payment of the amount in the Certificate Account to the holders of the Certificates in payment of the Minimum Principal Shortfall therefor. Notwithstanding the preceding paragraph, with respect to any such 18-month periodRegular Distribution Date occurring on or after the date of the occurrence of an Event of Default with respect to the ACS Group Subclass A-1 Securities continuing on the date of a Final Policy Election, and the occurrence of the earlier of (x) the date of a Policy Drawing and (y) the fifth anniversary of the Initial Closing Date, the Policy Provider may, so long as no a Policy Provider Default shall not have occurred and be continuing and so long as the continuing, elect (a “Final Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(cElection”), upon at least four Business Days’ prior written notice to elect the Drawing Agent (with a copy to the "Policy Provider Election") instead (a) Cash Manager and the Trustee), to pay on such Special Regular Distribution Date Date, an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 18-month period sufficient (after giving effect to the application of funds received Available Collections in accordance with the applicable payment priorities set forth in Section 3.08 hereof, the application of any Credit Facility Drawings (or drawings under any Replacement Credit Facility) and the application of any withdrawals from the Class G Liquidity Credit Facility or Reserve Account and/or withdrawals from the Class G Senior Cash Collateral Account, Account in each case attributable accordance with the terms hereof) to such interest), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date"), to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to pay the then outstanding principal balance Pool Balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and Certificates, plus accrued and unpaid interest on such amounts (at the Stated Rate of Interest Rate for Certificates) thereon, for the Class G Certificates, period from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Regular Distribution Date (after giving effect any such amount to be paid by such Policy Provider, the application “Outstanding Balance”). Upon receipt of fundsany such notice, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or Cash Manager shall (a) calculate the Class G Cash Collateral Account attributable to such interest) and without derogation of then Outstanding Balance for the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred Provider and (b) prior to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 12:00 p.m. (New York City time) on each the third Business Day prior to such date Regular Distribution Date, instruct the Drawing Agent to request, and upon its receipt of the proceeds thereof pay Drawing Agent shall request no later than 12:00 p.m. (New York City time) on the amount thereof second Business Day prior to such Regular Distribution Date, a Policy Drawing from the Policy Account to Provider in the Class G Trustee in reduction amount of the outstanding Pool then Outstanding Balance (for payment into the Certificate Account) for the Certificates. Upon receipt of the Class G Certificates together with any such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Electionrequest, the Policy Provider or its fiscal agent shall, at no later than 12:00 p.m. (New York City time) on the end later of (i) the applicable Regular Distribution Date and (ii) the second Business Day following the Business Day on which such 18-month periodPolicy Provider receives the Drawing Agent’s request referred to above, provide pay under the Policy an amount equal to the Trustees and each Liquidity Provider Outstanding Balance. Upon receipt, the Pass Through Trustee shall direct the payment of the amount in the Certificate Account to the extent not previously provided (a) an endorsement to the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider when and as such interest becomes due under the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation holders of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that Certificates in payment of the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to itOutstanding Balance therefor.

No Proceeds Drawing. If On the Subordination Agent has not received a Special Payment constituting proceeds from first Business Day that is 18 months after the sale of last date on which full payment was made on any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Defaulted Series G Equipment Note (the date of such payment in full, the "Last Payment DateNote") as to which there has subsequently been a failure to pay principal or that has subsequently been Accelerated subsequent accelerated, if the Subordination Agent has not theretofore made a drawing under the Policy pursuant to the Last Payment Date, then on the first Business Day following the expiration of such 18-month periodSection 3.07(b), the Subordination Agent shall deliver a Notice for Paymentof Nonpayment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing under the Policy (for payment into the Policy Account) in an amount equal to the then outstanding principal amount of such Defaulted Series G Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to the such Business Day, send to Delta, the Trustees, the Liquidity Provider for the Class G Trustee Liquidity Facility and the Policy Provider a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereonon the amount of such reduction. For the avoidance of doubt, after the payment by the Policy Provider in full of such amount under this Section 3.7(c3.07(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c3.07(c) in respect of any Disposition of or in respect of such Defaulted Series G Equipment Note except for Avoided Payments as provided in a drawing under Section 3.7(e3.07(e). Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 18-month periodright, so long as no Policy Provider Default shall have occurred and be continuing and so long as continuing, upon notice to the Policy Provider has not defaulted in its obligations (if any) Subordination Agent given at least five days prior to endorse the Policy as provided in Special Distribution Date established by the next Subordination Agent pursuant to the first paragraph of this Section 3.7(c3.07(c), to elect instead (the "Policy Provider Election") instead (a) to pay (i) on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid that came due on such Defaulted Series G Equipment Note (without regard to the Acceleration acceleration thereof) but was not paid during such 18-month period (after giving effect to the application of funds received from the Class G Liquidity Facility or and the Class G Cash Collateral Account, in each case attributable to such interest), ) and (bii) thereafter, on each Regular Distribution Date Date, an amount equal to the scheduled principal and interest that were to become due on such Defaulted Series G Equipment Note on the related payment date (without regard to any acceleration thereof or to any funds available under any Liquidity Facility or any Cash Collateral Account) until the establishment of an Election Distribution Date or a Special Distribution Date referred established as provided in the immediately following sentence. Following a Policy Provider Election with respect to in clause (c)(i) belowa Defaulted Series G Equipment Note, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to Trustee, the Policy Provider may, notwithstanding the Policy Provider Election, request the Subordination AgentAgent to, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date")shall, to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Defaulted Series G Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates from the previous Regular Distribution Date to such Special Distribution Date. Further, following a Policy Provider Election with respect to a Defaulted Series G Equipment Note, upon the occurrence and continuance of a Policy Provider Default, the Subordination Agent shall on any Business Day (an "Election Distribution Date", which shall be a Special Distribution Date) elected by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee and the Policy Provider, make a Policy Drawing for an amount equal to the then outstanding principal balance of such Defaulted Series G Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to the application of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment NoteDate. The Subordination Agent shall make each such drawing Policy Drawing referred to in this paragraph subparagraph (c) under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date the relevant Special Distribution Date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such the first occurring 18-month periodperiod described in Section 3.07(c), provide to the Trustees and each Liquidity Provider to the extent not previously provided (a) an endorsement to endorse the Policy (xif not already endorsed to so provide) providing to provide for the payment to each the Liquidity Provider Providers of interest accruing on all the outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon drawings in respect of such the Liquidity Facility Facilities from and after the end of such 18-month period, (y) permitting each Liquidity Provider period as and when and as such interest becomes due under the applicable in accordance with such Liquidity Facility Facilities. The Policy Provider hereby agrees not to demand payment thereof directly from otherwise amend or modify the Policy without the consent of the Liquidity Provider under if such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without would adversely affect the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation rights of the Policy Liquidity Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.

No Proceeds Drawing. If If, on any Payment Date (other than the Subordination Agent has not received a Special Payment constituting proceeds from Final Maturity Date of the sale of any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (Class G-1 Notes and the date of the Final Policy Election) falling on or after the date that is 24 months after the date of the occurrence of an Event of Default under Section 4.01(a) or Section 4.01(b) hereof that is continuing as of the Calculation Date immediately preceding such payment Payment Date or an Acceleration of the Notes (the “Non-Performance Period”), there is a Minimum Class G Principal Shortfall in fullrespect of the Notes for the then next succeeding Payment Date (calculated as provided in Section 3.07(g)(iii) hereof), the "Last Payment Date"Cash Manager shall, no later than 12:00 pm (New York City time) as on the third Business Day prior to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last such Payment Date, then instruct the Trustee to request and the Trustee shall, no later than 12:00 pm (New York City time) on the first second Business Day following the expiration of prior to such 18-month periodPayment Date, the Subordination Agent shall deliver a Notice for Paymentrequest, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting a Policy Drawing (each, a “No Proceeds Drawing”) under the Policy (for payment into the Policy applicable Note Account) in an amount equal to the then outstanding principal amount Minimum Class G Principal Shortfall with respect to such Payment Date. Any request received after 12:00 p.m. (New York City time) on any Business Day or on any day that is not a Business Day shall be deemed to have been received by the Policy Provider on the next Business Day. Upon receipt of such Equipment Note plus accrued and unpaid interest thereon at request, the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptlyPolicy Provider or its fiscal agent shall, but not less than 25 days prior to such Business Day, send to the Class G Trustee a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No no later than 1:00 12:00 p.m. (New York City time) on the specified Special Distribution later of (i) the applicable Payment Date and (ii) the Subordination Agent second Business Day following the Business Day on which the Policy Provider receives the Trustee’s request referred to above, pay under the Policy an amount equal to the Minimum Class G Principal Shortfall with respect to such Payment Date. Upon receipt, the Trustee shall make direct the specified payment of the amount in the related Note Account to the holders of the Class G-1 Notes in payment of the Minimum Class G Principal Shortfall therefor. Notwithstanding the preceding paragraph, with respect to any Payment Date occurring on or after the date of the occurrence of an Event of Default with respect to the Class G-1 Notes and that is continuing on the date of the Final Policy Election, and the occurrence of the earlier of (x) the date of a Policy Drawing and upon its receipt (y) the fifth anniversary of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments as provided in Section 3.7(e). Notwithstanding the foregoingInitial Closing Date, the Policy Provider has the right at the end of any such 18-month periodmay, so long as no a Policy Provider Default shall not have occurred and be continuing and so long as the Policy Provider has not defaulted been surrendered for cancellation in its obligations accordance with Section 3.15(k) hereof, elect (if any) to endorse the a “Final Policy as provided in the next paragraph of this Section 3.7(cElection”), upon at least four Business Days’ prior written notice to elect the Trustee (with a copy to the "Policy Provider Election") instead (a) Cash Manager), to pay on such Special Distribution Date Payment Date, an amount equal to any shortfall in the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the Acceleration thereof) during such 18-month period sufficient (after giving effect to the application of funds received Available Collections in accordance with the applicable payment priorities set forth in Section 3.09 hereof, the application of any Liquidity Facility Drawings (or drawings under any Replacement Liquidity Facility) and the application of any withdrawals from the Class G Liquidity Facility Reserve Account or the Class G Budgeted Cash Reserve Account and any withdrawals from the Cash Collateral Account, if any, in each case attributable accordance with the terms hereof) to such interest), (b) thereafter, on each Regular Distribution Date until pay the establishment then Outstanding Principal Balance of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) below, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable on such Equipment Note on the related payment date and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause (ii) an "Election Distribution Date"), to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note G-1 Notes (less any Policy Drawings previously paid by the Policy Provider in respect of the principal of such Equipment Note) and the Class G Notes), plus accrued and unpaid interest on such amounts thereon (at the Stated Applicable Rate of Interest Rate for the Class G CertificatesG-1 Notes), for the period from the immediately preceding Regular Distribution Payment Date to the date of such Election Distribution Date or payment (any such Special Distribution Date amount to be paid by such Policy Provider, the “Outstanding Balance”). Upon receipt of any such notice, the Cash Manager shall (after giving effect to a) calculate the application then Outstanding Balance of funds, if any, received on such Election Distribution Date or such Special Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable G-1 Notes and (b) prior to such interest) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make each such drawing referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 12:00 p.m. (New York City time) on each the third Business Day prior to such date Payment Date, instruct the Trustee to request, and upon its receipt the Trustee shall request no later than 12:00 p.m. (New York City time) on the second Business Day prior to such Payment Date, a Policy Drawing in respect of the proceeds thereof pay Class G-1 Notes in the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool then Outstanding Balance of the Class G Certificates together with G-1 Notes. Upon receipt of any such accrued and unpaid interest thereon. In addition, regardless of whether or not the Policy Provider makes a Policy Provider Electionrequest, the Policy Provider or its fiscal agent shall, at no later than 12:00 p.m. (New York City time) on the end later of such 18-month period, provide to (i) the Trustees applicable Payment Date and each Liquidity Provider to (ii) the extent not previously provided (a) an endorsement to second Business Day following the Business Day on which the Policy (x) providing for Provider receives the payment Trustee’s request referred to each Liquidity Provider of interest accruing on all outstanding Drawings above, pay under such Liquidity Provider's Liquidity Facility together with accrued interest thereon the Policy, in respect of such Liquidity Facility from and after the end of such 18-month periodClass G-1 Notes, (y) permitting each Liquidity Provider when and as such interest becomes due under an amount equal to the Outstanding Balance for the Class G-1 Notes. Upon receipt, the Trustee shall pay the amount in the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion Note Account to the effect that the Policy as endorsed constitutes an enforceable obligation holders of the Policy Provider. Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that Class G-1 Notes in payment of the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to itOutstanding Balance therefor.

No Proceeds Drawing. If On the first Business Day that is 24 months after the last date on which any payment was made on any Series G Equipment Note as to which there has subsequently been a failure to pay principal or that has subsequently been Accelerated, if the Subordination Agent has not received a Special Payment constituting proceeds from the sale disposition of any Series G that Equipment Note or the related Trust Indenture Estate or Indenture Estate Collateral (a "Disposition"), as the case may be, during the 18-month period beginning on the last date on which any payment was made in full on such Series G Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been Accelerated subsequent to the Last Payment Date, then on the first Business Day following the expiration of such 18-month period, the Subordination Agent shall deliver a Notice for Payment, as provided in the Policy, to the Policy Provider or its fiscal agent, requesting on such Business Day request a Policy Drawing under the Policy (for payment into the Policy Accountin accordance with Section 3.7(f) in an amount equal to the then outstanding principal amount of such Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to the below referred to Special Distribution Date. The Subordination Agent shall promptly, but not less than 25 days prior to such Business Day, send to the Class G Trustee a Written Notice setting forth the non-receipt of any such Special Payment and establishing such Business Day as the date for the distribution of the proceeds of such Policy Drawing, which date shall constitute a Special Distribution Date. No later than 1:00 p.m. (New York City time) on the specified Special Distribution Date the Subordination Agent shall make the specified Policy Drawing and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together with such accrued and unpaid interest thereon. For the avoidance of doubt, after the payment in full of such amount under this Section 3.7(c), the Subordination Agent shall have no right to make any further Policy Drawings under this Section 3.7(c) in respect of any Disposition of or in respect of such Equipment Note except for Avoided Payments as provided in Section 3.7(e)Note. Notwithstanding the foregoing, the Policy Provider has the right at the end of any such 1824-month period, so long as no Policy Provider Default shall have occurred and be continuing and so long as the Policy Provider has not defaulted in its obligations (if any) to endorse the Policy as provided in the next paragraph of this Section 3.7(c)continuing, to elect (the "Policy Provider Election") instead (a) to pay on such Special Distribution Date an amount equal to any shortfall in the scheduled principal and interest payable but not paid that came due on such Series G Equipment Note (without regard to the Acceleration acceleration thereof) during such 1824-month period (after giving effect to the application of funds received from the Class G Liquidity Facility or the Class G Cash Collateral Account, in each case attributable to such interestany Prior Funds), (b) thereafter, on each Regular Distribution Date until the establishment of an Election Distribution Date or a Special Distribution Date referred to in clause (c)(i) belowDate, to permit drawings under the Policy for an amount equal to the scheduled principal (without regard to the Acceleration thereof) and interest payable that were to become due on such Equipment Note on the related payment date (without regard to any acceleration thereof) and (c) (i) on any Business Day (which shall be a Special Distribution Date) elected by the Policy Provider upon 20 days' Written Notice to the Subordination Agent and the Class G Trustee to request the Subordination Agent, or (ii) following either the occurrence and continuation of a Policy Provider Default or a Disposition of or in respect of such Equipment Note Note, on any Business Day (which shall be a Special Distribution Date) specified by the Subordination Agent upon 20 days' Written Notice to the Class G Trustee (each such Business Day in the case of clause clauses (i) and (ii) an "Election Distribution Date"), ) to permit the Subordination Agent, in each case, to make a Policy Drawing for an amount equal to the then outstanding principal balance of such Equipment Note (less any Policy Drawings previously paid by the Policy Provider in respect of principal of such Equipment Note) Note and accrued and unpaid interest on such amounts at the Stated Interest Rate for the Class G Certificates, Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date or such Special Distribution Date (after giving effect to any drawings paid on the application of funds, if any, received on such Election Distribution Date under the Class G Liquidity Facility or such Special withdrawals made on the Election Distribution Date from the Class G Liquidity Facility or the Class G Cash Collateral Account attributable to such interestAccount) and without derogation of the Policy Provider's continuing obligations for all previous Policy Drawings that remain unpaid in respect of such Equipment Note. The Subordination Agent shall make request each such drawing Policy Drawing on the Election Distribution Date referred to in this paragraph under the Policy (for payment into the Policy Account) no later than 1:00 p.m. (New York City time) on each such date and upon its receipt of the proceeds thereof pay the amount thereof from the Policy Account to the Class G Trustee in reduction of the outstanding Pool Balance of the Class G Certificates together accordance with such accrued and unpaid interest thereonSection 3.7(f). In addition, regardless of whether or not the Policy Provider makes a Policy Provider Election, the Policy Provider shall, at the end of such 1824-month period, provide to the Trustees and each period cover drawings by a Liquidity Provider for the amounts referred to the extent not previously provided (a) an endorsement to in the Policy (x) providing for the payment to each Liquidity Provider of interest accruing on all outstanding Drawings under such Liquidity Provider's Liquidity Facility together with accrued interest thereon in respect of such Liquidity Facility from and after the end of such 18-month period, (y) permitting each Liquidity Provider when and as such interest becomes due under the applicable Liquidity Facility to demand payment thereof directly from the Policy Provider under such endorsed Policy (each such demand, an "Excess Interest Policy Drawing") and (z) prohibiting any amendment or modification of such endorsed Policy without the prior written consent of each Liquidity Provider and (b) a legal opinion to the effect that the Policy as endorsed constitutes an enforceable obligation of the Policy Provider). Each Liquidity Provider agrees to make such Excess Interest Policy Drawings and that the proceeds thereof shall reduce pro tanto the Liquidity Obligations owing to it.