Common use of Payment After Indenture Event of Default, etc Clause in Contracts

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the Holders, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A Certificates, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Holders of Series A Certificates, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and after the Indenture Trustee has commenced received a request to accelerate the exercise of remedies pursuant to Article VIII Certificates in accordance with Section 7.10 hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the Holders, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A Certificates, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Holders of Series A Certificates, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b)2.13, 5.04(b)3.02, 5.04(c3.04(a) and 5.05 (c) and 6.07 hereof, and notwithstanding Section 2.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and be continuing or after the Indenture Trustee has given notice to the Owner Trustee and the Owner Participant pursuant to Section 4.04(a) hereof regarding its exercise of remedies under Section 18 of the Lease or of the foreclosure of this Indenture, or after the Equipment Notes shall have become due and payable as provided herein, and all payments or amounts then held by the Indenture Trustee as part of the Trust Indenture Estate, shall, so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority, without duplication: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for all amounts due to it pursuant to Section 6.07 hereof, plus any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b4.05(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to the then existing or prior Note Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of one over any other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 and applicable (in the case of each such then existing Note Holder) to the Equipment Notes held by such existing Note Holder at the time of distribution by the Indenture Trustee; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole PremiumAmount, if any) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Note Holders of Series A CertificatesA, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole PremiumAmount, if any) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b)2.13, 5.04(b)3.02, 5.04(c3.04(a) and 5.05 (c) and 6.07 hereof, and notwithstanding Section 2.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and be continuing or after the Indenture Trustee has given notice to the Owner Trustee and the Owner Participant pursuant to Section 4.04(a) hereof regarding its exercise of remedies under Section 18 of the Lease or of the foreclosure of this Indenture, or after the Equipment Notes shall have become due and payable as provided herein, and all payments or amounts then held by the Indenture Trustee as part of the Trust Indenture Estate, shall, so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority, without duplication: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for all amounts due to it pursuant to Section 6.07 hereof, plus any tax, Trust Indenture 49 - 44 - expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b4.05(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to the then existing or prior Note Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of one over any other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 and applicable (in the case of each such then existing Note Holder) to the Equipment Notes held by such existing Note Holder at the time of distribution by the Indenture Trustee; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole PremiumAmount, if any) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Note Holders of Series A CertificatesA, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole PremiumAmount, if any) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;; Trust Indenture 50 - 45 -

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the Holders, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A Certificates, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Holders of Series A Certificates, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, continuing and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates Equipment Notes shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay or reimburse (i) the Indenture Trustee for any taxtax (except to the extent resulting from a failure of the Indenture Trustee to withhold pursuant to Section 5.09 hereof), expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation), the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the Holders, liquidated or otherwise, upon such Indenture Event of Default) , shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expensesexpenses and (ii) all similar amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement; and in the case the aggregate amount to be so distributed is insufficient to pay as set forth in this clause "first", then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Holders for payments made pursuant to Section 9.03(d) hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Holder pursuant to said Section 9.03(d) hereof; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates Equipment Notes to the date of distribution, shall be distributed to the Holders of Series A CertificatesEquipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b)2.13, 5.04(b)3.02, 5.04(c3.04(a) and 5.05 (c) and 6.07 hereof, and notwithstanding Section 2.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and be continuing or after the Indenture Trustee has given notice to the Owner Trustee and the Owner Participant pursuant to Section 4.04(a) hereof regarding its exercise of remedies under Section 18 of the Lease or of the foreclosure of this Indenture, or after the Equipment Notes shall have become due and payable as provided herein, and all payments or amounts then held by the Indenture Trustee as part of the Trust Indenture Estate, shall, so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority, without duplication: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for all amounts due to it pursuant to Section 6.07 hereof, plus any tax, Trust Indenture 49 - 44 - expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b4.05(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to the then existing or prior Note Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of one over any other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 and applicable (in the case of each such then existing Note Holder) to the Equipment Notes held by such existing Note Holder at the time of distribution by the Indenture Trustee; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole PremiumAmount, if any) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Note Holders of Series A CertificatesA, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole PremiumAmount, if any) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;; Trust Indenture

Payment After Indenture Event of Default, etc. Except as --------------------------------------------- otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c3.04(c) and 5.05 hereof3.05(ii), all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and after the Indenture Trustee has commenced received a request in accordance with the exercise first sentence of remedies pursuant to Article VIII hereof, Section 5.02(b) or (b) after the Indenture Trustee shall foreclose or enforce this Indenture or after the Certificates shall have become due and payable as provided in Section 7.02(b4.04(b) or (c) hereof), as well as all payments or amounts then held by the Indenture Trustee as part of the Indenture Estate or Collateral, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to ----- reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, income, TRUST INDENTURE products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof4.05(b)) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; secondthird, (i) so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate amount of all due but unpaid Premium Amount (other than Special Premium), if any, and all accrued but unpaid interest to the date of distribution on the Series A Certificates shall be distributed to the holders of the Series A Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series A Certificate over any other, in the proportion that the aggregate amount of all due but unpaid Premium Amount (other than Special Premium), if any, and all accrued but unpaid interest to the date of distribution on each Series A Certificate bears to the aggregate amount of all due but unpaid Premium Amount TRUST INDENTURE (other than Special Premium), if any, and all accrued but unpaid interest to the date of distribution on all Series A Certificates; fourth, so much of such payments or amounts remaining as shall be ------ required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A Certificates shall be distributed to the holders of the Series A Certificates, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Holders of Series A Certificates, and in case if the aggregate amount so to be distributed remaining shall be insufficient to pay all such amounts in full as aforesaidfull, then it shall be distributed ratably, without priority of any one Series A Certificate over the any other, in the proportion that the aggregate unpaid Principal Amount principal amount of each Series A Certificate bears to the aggregate unpaid principal amount of all Series A Certificates; fifth, so much of such payments or amounts remaining as shall be ----- required to reimburse all holders of the Certificates held in full for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Certificate over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such holder plus pursuant to Section 5.03 bears to the aggregate amount of the unreimbursed payments made by all holders of Certificates pursuant to Section 5.03; TRUST INDENTURE seventh, so much of such payments or amounts remaining as shall be ------- required to pay in full the aggregate amount of all accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distributiondistribution on the Series B Certificates, shall be distributed to the holders of the Series B Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series B Certificate over any other, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Series B Certificate bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Series B Certificates; eighth, so much of such payments or amounts remaining as shall be ------ required to pay in full the aggregate unpaid principal amount of all Series B Certificates shall be distributed to the holders of the Series B Certificates, and if the aggregate amount remaining shall be insufficient priority of any one Series B Certificate over any other, in the proportion that the aggregate unpaid principal amount of each Series B Certificate bears to the aggregate principal amount of all Series B Certificates; ninth, so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate amount of all due but unpaid Special Premium, if any, shall be distributed to the holders of the Series A Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series A Certificate over any other, in the proportion that the aggregate amount of all due but unpaid Special Premium, if any, bears to the aggregate amount of all due but unpaid Principal Amount of Special Premium, if any, on all Series A Certificates held by all Certificates; and tenth, the balance, if any, of such holders plus the accrued but unpaid interest and other payments or amounts due thereon (other than Make-Whole Premium) remaining ----- thereafter shall be distributed to the date of distribution;Owner Trustee for distribution pursuant to the Trust Agreement.

Payment After Indenture Event of Default, etc. Except as --------------------------------------------- otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, continuing and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates Equipment Notes shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse : (i) the Indenture Trustee for any taxtax (except to the extent resulting from a failure of the Indenture Trustee to withhold pursuant to Section 5.09 hereof), expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation), the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the Holders, liquidated or otherwise, upon such Indenture Event of Default) , shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expensesexpenses and (ii) all similar amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement; and in the case the aggregate amount to be so distributed is insufficient to pay as set forth in this clause "first", then ratably, without priority of one over the ----- other, in proportion to the amounts owed each hereunder; second, so much of such payments or amounts remaining as shall be ------ required to reimburse the then existing or prior Holders for payments made pursuant to Section 9.03(d) hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Holder pursuant to said Section 9.03(d) hereof; third, (i) so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates Equipment Notes to the date of distribution, shall be distributed to the Holders of Series A CertificatesEquipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount principal amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount principal amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution; (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series B Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Holders of Series B Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series B Equipment Notes held by each Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid principal amount of all Series B Equipment Notes held by all such Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make- Whole Premium) to the date of distribution; and (iii) after giving effect to paragraph (ii) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series C Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make- Whole Premium) in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Holders of Series C Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series C Equipment Notes held by each Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid principal amount of all Series C Equipment Notes held by all such Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution; fourth, the balance, if any of such payments or amounts remaining ------ thereafter shall be distributed to the Owner Trustee for distribution pursuant to the Trust Agreement.

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b)2.13, 5.04(b)3.02, 5.04(c3.04(a) and 5.05 (c) and 6.07 hereof, and notwithstanding Section 2.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and be continuing or after the Indenture Trustee has given notice to the Owner Trustee and the Owner Participant pursuant to Section 4.04(a) hereof regarding its exercise of remedies under Section 18 of the Lease or of the foreclosure of this Indenture, or after the Equipment Notes shall have become due and payable as provided herein, and all payments or amounts then held by the Indenture Trustee as part of the Trust Indenture Estate, shall, so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority, without duplication: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for all amounts due to it pursuant to Section 6.07 hereof, plus any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b4.05(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to the then existing or prior Note Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed Trust Indenture ratably, without priority of one over any other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 and applicable (in the case of each such then existing Note Holder) to the Equipment Notes held by such existing Note Holder at the time of distribution by the Indenture Trustee; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole PremiumAmount, if any) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Note Holders of Series A CertificatesA, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole PremiumAmount, if any) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, continuing and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates Equipment Notes shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay or reimburse (i) the Indenture Trustee for any taxtax (except to the extent resulting from a failure of the Indenture Trustee to withhold pursuant to Section 5.09 hereof), expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation), the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the Holders, liquidated or otherwise, upon such Indenture Event of Default) , shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expensesexpenses and (ii) all similar amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement; and in the case the aggregate amount to be so distributed is insufficient to pay as set forth in this clause "first", then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Holders for payments made pursuant to Section 9.03(d) hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Holder pursuant to said Section 9.03(d) hereof; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Make- Whole Premium) in respect of the Series A Certificates Equipment Notes to the date of distribution, shall be distributed to the Holders of Series A CertificatesEquipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b)2.13, 5.04(b)3.02, 5.04(c3.04(a) and 5.05 (c) and 6.07 hereof, and notwithstanding Section 2.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and be continuing or after the Indenture Trustee has given notice to the Owner Trustee and the Owner Participant pursuant to Section 4.04(a) hereof regarding its exercise of remedies under Section 18 of the Lease or of the foreclosure of this Indenture, or after the Equipment Notes shall have become due and payable as provided herein, and all payments or amounts then held by the Indenture Trustee as part of the Trust Indenture Estate, shall, so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority, without duplication: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for all amounts due to it pursuant to Section 6.07 hereof, plus any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b4.05(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to the then existing or prior Note Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of one over any other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 and applicable (in the case of each such then existing Note Holder) to the Equipment Notes held by such existing Note Holder at the time of distribution by the Indenture Trustee; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Holders of Series A Certificates, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;due

Payment After Indenture Event of Default, etc. (a) Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c3.04(c) and 5.05 hereof3.05(ii), all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, continuing and after either (i) the Indenture Trustee has commenced shall foreclose the exercise Lien of this Indenture or shall be pursuing remedies pursuant to Article VIII hereof, in respect thereof or (bii) after the Certificates Equipment Notes shall have become due and payable as provided in Section 7.02(b4.04(b) or (c) hereof), as well as all payments or amounts then held by the Indenture Trustee as part of the Indenture Estate, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to ----- reimburse the Indenture Trustee for any tax, fees, expense, charge or other loss (including, without limitation, all amounts to be expended or incurred at the expense of, or charged upon the tolls, rents, revenues, issues, income, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof4.05(b)) incurred by the Indenture Trustee (to the extent reimbursable pursuant to the terms of this Indenture and not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be ------ required to pay reimburse the holders of the Equipment Notes in full the aggregate unpaid Principal Amount of all Series A Certificates, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations for payments made pursuant to Section 5.03 (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, extent not previously reimbursed) shall be distributed to the Holders of Series A Certificatessuch holders, and in case if the aggregate amount so to be distributed remaining shall be insufficient to pay reimburse all such payments in full as aforesaidfull, then it shall be distributed ratably, without priority of one any Equipment Note over the any other, in the proportion that the aggregate unpaid Principal Amount amount of all Series A Certificates held the unreimbursed payments made by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) of Equipment Notes pursuant to the date of distribution, Section 5.03 bears to the aggregate unpaid Principal Amount amount of all Series A Certificates held the unreimbursed payments made by all holders of Equipment Notes pursuant to Section 5.03; third, so much of such payments or amounts remaining as shall be ----- required to pay in full to the holders plus the accrued but unpaid interest of Equipment Notes any LIBOR Break Amount and all other amounts due thereon (other than Make-Whole Premium) payable pursuant to the date indemnification provisions of distribution;Article 6 or 7 of the Participation Agreement or pursuant to any other provision of any Operative Agreement and secured

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b)2.13, 5.04(b)3.02, 5.04(c3.04(a) and 5.05 (c) and 6.07 hereof, and notwithstanding Section 2.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and be continuing or after the Indenture Trustee has given notice to the Owner Trustee and the Owner Participant pursuant to Section 4.04(a) hereof regarding its exercise of remedies under Section 18 of the Lease or of the foreclosure of this Indenture, or after the Equipment Notes shall have become due and payable as provided herein, and all payments or amounts then held by the Indenture Trustee as part of the Trust Indenture Estate, shall, so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority, without duplication: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for all amounts due to it pursuant to Section 6.07 hereof, plus any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b4.05(b) hereof) incurred by the Trust Indenture Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to the then existing or prior Note Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of one over any other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 and applicable (in the case of each such then existing Note Holder) to the Equipment Notes held by such existing Note Holder at the time of distribution by the Indenture Trustee; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole PremiumAmount, if any) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Note Holders of Series A CertificatesA, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole PremiumAmount, if any) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except --------------------------------------------- as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c3.04(c) and 5.05 hereof3.05(ii), all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and after the Indenture Trustee has commenced received a request in accordance with the exercise first sentence of remedies pursuant to Article VIII hereof, Section 5.02(b) or (b) after the Indenture Trustee shall foreclose or enforce this Indenture or after the Certificates shall have become due and payable as provided in Section 7.02(b4.04(b) or (c) hereof), as well as all payments or amounts then held by the Indenture Trustee as part of the Indenture Estate or Collateral, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to ----- reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, income, TRUST INDENTURE products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof4.05(b)) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; secondthird, (i) so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate amount of all due but unpaid Premium Amount (other than Special Premium), if any, and all accrued but unpaid interest to the date of distribution on the Series A Certificates shall be distributed to the holders of the Series A Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series A Certificate over any other, in the proportion that the aggregate amount of all due but unpaid Premium Amount (other than Special Premium), if any, and all accrued but unpaid interest to the date of distribution on each Series A Certificate bears to the aggregate amount of all due but unpaid Premium Amount TRUST INDENTURE (other than Special Premium), if any, and all accrued but unpaid interest to the date of distribution on all Series A Certificates; fourth, so much of such payments or amounts remaining as shall be ------ required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A Certificates shall be distributed to the holders of the Series A Certificates, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Holders of Series A Certificates, and in case if the aggregate amount so to be distributed remaining shall be insufficient to pay all such amounts in full as aforesaidfull, then it shall be distributed ratably, without priority of any one Series A Certificate over the any other, in the proportion that the aggregate unpaid Principal Amount principal amount of each Series A Certificate bears to the aggregate unpaid principal amount of all Series A Certificates; fifth, so much of such payments or amounts remaining as shall be ----- required to reimburse all holders of the Certificates held in full for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Certificate over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such holder plus pursuant to Section 5.03 bears to the aggregate amount of the unreimbursed payments made by all holders of Certificates pursuant to Section 5.03; TRUST INDENTURE seventh, so much of such payments or amounts remaining as shall be ------- required to pay in full the aggregate amount of all accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distributiondistribution on the Series B Certificates, shall be distributed to the holders of the Series B Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series B Certificate over any other, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Series B Certificate bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Series B Certificates; eighth, so much of such payments or amounts remaining as shall be ------ required to pay in full the aggregate unpaid principal amount of all Series B Certificates shall be distributed to the holders of the Series B Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series B Certificate over any other, in the proportion that the aggregate unpaid principal amount of each Series B Certificate bears to the aggregate principal amount of all Series B Certificates; ninth, so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate amount of all due but unpaid Special Premium, if any, shall be distributed to the holders of the Series A Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series A Certificate over any other, in the proportion that the aggregate amount of all due but unpaid Special Premium, if any, bears to the aggregate amount of all due but unpaid Principal Amount of Special Premium, if any, on all Series A Certificates held by all Certificates; and tenth, the balance, if any, of such holders plus the accrued but unpaid interest and other payments or amounts due thereon (other than Make-Whole Premium) remaining ----- thereafter shall be distributed to the date of distribution;Owner Trustee for distribution pursuant to the Trust Agreement.

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and after the Indenture Trustee has commenced received a request to accelerate the exercise of remedies pursuant to Article VIII Certificates in accordance with Section 7.10 hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A Outstanding Certificates, and the all accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distributiondistribution and all other amounts due hereunder and thereunder, shall be distributed to the Holders of Series A CertificatesHolders, and in case if the aggregate amount so to be distributed shall be insufficient to pay all such amounts in full as aforesaid, then such amount shall be distributed ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount principal amount of all Series A Certificates held by each holder plus such Holder, the accrued but unpaid interest thereon to the date of distribution and all other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distributionand thereunder, bears to the aggregate unpaid Principal Amount principal amount of all Series A Certificates held by all such holders Outstanding Certificates, plus the accrued but unpaid interest thereon to the date of distribution and all other amounts due thereon hereunder and thereunder (other than it being understood that amounts payable hereunder shall not include Make-Whole Premium) ); and third, the balance, if any of such payments or amounts remaining thereafter shall be distributed to the date of distribution;Owner Trustee for distribution pursuant to the Trust Agreement.

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after a)after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after b)after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the Holders, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A Certificates, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Holders of Series A Certificates, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b)2.13, 5.04(b)3.02, 5.04(c3.04(a) and 5.05 (c) and 6.07 hereof, and notwithstanding Section 2.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and be continuing or after the Indenture Trustee has given notice to the Owner Trustee and the Owner Participant pursuant to Section 4.04(a) hereof regarding its exercise of remedies under Section 18 of the Lease or of the foreclosure of this Indenture, or after the Equipment Notes shall have become due and payable as provided herein, and all payments or amounts then held by the Indenture Trustee as part of the Trust Indenture Estate, shall, so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority, without duplication: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for all amounts due to it pursuant to Section 6.07 hereof, plus any tax, Trust Indenture 49 - 44 - expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b4.05(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to the then existing or prior Note Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of one over any other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 and applicable (in the case of each such then existing Note Holder) to the Equipment Notes held by such existing Note Holder at the time of distribution by the Indenture Trustee; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole PremiumAmount, if any) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Note Holders of Series A CertificatesA, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole PremiumAmount, if any) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except --------------------------------------------- as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c3.04(c) and 5.05 hereof3.05(ii), all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and after the Indenture Trustee has commenced received a request in accordance with the exercise first sentence of remedies pursuant to Article VIII hereof, Section 5.02(b) or (b) after the Indenture Trustee shall foreclose or enforce this Indenture or after the Certificates shall have become due and payable as provided in Section 7.02(b4.04(b) or (c) hereof), as well as all payments or amounts then held by the Indenture Trustee as part of the Indenture Estate or Collateral, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to ----- reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, income, TRUST INDENTURE products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof4.05(b)) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be ------ required to pay in full to the holders of Series A Certificates all other amounts payable pursuant to the indemnification provisions of Sections 8.1 and 8.2 of any Participation Agreement or pursuant to any other provision of any Operative Agreement and secured hereunder (other than amounts payable pursuant to clause "third", "fourth", "fifth" or "ninth" of this ----- ------ ----- ----- Section 3.03) to the holders of Series A Certificates and remaining unpaid shall be distributed to such holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any Series A Certificate over any other, in the proportion that the aggregate amount due each holder of Series A Certificates under this clause "second" bears to the aggregate ------ amount due all holders of Series A Certificates under this clause "second"; ------ third, so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate amount of all due but unpaid Premium Amount (other than Special Premium), if any, and all accrued but unpaid interest to the date of distribution on the Series A Certificates shall be distributed to the holders of the Series A Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series A Certificate over any other, in the proportion that the aggregate amount of all due but unpaid Premium Amount (other than Special Premium), if any, and all accrued but unpaid interest to the date of distribution on each Series A Certificate bears to the aggregate amount of all due but unpaid Premium Amount TRUST INDENTURE (other than Special Premium), if any, and all accrued but unpaid interest to the date of distribution on all Series A Certificates; fourth, so much of such payments or amounts remaining as shall be ------ required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A Certificates shall be distributed to the holders of the Series A Certificates, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Holders of Series A Certificates, and in case if the aggregate amount so to be distributed remaining shall be insufficient to pay all such amounts in full as aforesaidfull, then it shall be distributed ratably, without priority of any one Series A Certificate over the any other, in the proportion that the aggregate unpaid Principal Amount principal amount of each Series A Certificate bears to the aggregate unpaid principal amount of all Series A Certificates; fifth, so much of such payments or amounts remaining as shall be ----- required to reimburse all holders of the Certificates held in full for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Certificate over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such holder plus pursuant to Section 5.03 bears to the aggregate amount of the unreimbursed payments made by all holders of Certificates pursuant to Section 5.03; sixth, so much of such payments or amounts remaining as shall be ----- required to pay to the holders of Series B Certificates all other amounts payable pursuant to the indemnification provisions of Sections 8.1 and 8.2 of any Participation Agreement or pursuant to any other provision of any Operative Agreement and secured hereunder (other than amounts payable pursuant to clause "fifth" , "seventh" or "eighth" of this Section 3.03) to ----- ------- ------ the holders of Series B Certificates and remaining unpaid shall be distributed to such holders to, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any Series B Certificate over any other, in the proportion that the aggregate amount due each holder of Series B Certificates under this clause "sixth" bears to the aggregate amount due ----- all holders of Series B Certificates under this clause "sixth"; ----- TRUST INDENTURE seventh, so much of such payments or amounts remaining as shall be ------- required to pay in full the aggregate amount of all accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distributiondistribution on the Series B Certificates, shall be distributed to the holders of the Series B Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series B Certificate over any other, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Series B Certificate bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Series B Certificates; eighth, so much of such payments or amounts remaining as shall be ------ required to pay in full the aggregate unpaid principal amount of all Series B Certificates shall be distributed to the holders of the Series B Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series B Certificate over any other, in the proportion that the aggregate unpaid principal amount of each Series B Certificate bears to the aggregate principal amount of all Series B Certificates; ninth, so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate amount of all due but unpaid Special Premium, if any, shall be distributed to the holders of the Series A Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Series A Certificate over any other, in the proportion that the aggregate amount of all due but unpaid Special Premium, if any, bears to the aggregate amount of all due but unpaid Principal Amount of Special Premium, if any, on all Series A Certificates held by all Certificates; and tenth, the balance, if any, of such holders plus the accrued but unpaid interest and other payments or amounts due thereon (other than Make-Whole Premium) remaining ----- thereafter shall be distributed to the date of distribution;Owner Trustee for distribution pursuant to the Trust Agreement.

Payment After Indenture Event of Default, etc. Except as --------------------------------------------- otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, continuing and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates Equipment Notes shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to ----- pay or reimburse (i) the Indenture Trustee for any taxtax (except to the extent resulting from a failure of the Indenture Trustee to withhold pursuant to Section 5.09 hereof), expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation), the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the Holders, liquidated or otherwise, upon such Indenture Event of Default) , shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expensesexpenses and (ii) all similar amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement; and in the case the aggregate amount to be so distributed is insufficient to pay as set forth in this clause "first", then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; second, so much of such payments or amounts remaining as shall be ------ required to reimburse the then existing or prior Holders for payments made pursuant to Section 9.03(d) hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Holder pursuant to said Section 9.03(d) hereof; third, (i) so much of such payments or amounts remaining as shall ----- be required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates Equipment Notes to the date of distribution, shall be distributed to the Holders of Series A CertificatesEquipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount principal amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount principal amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b)2.13, 5.04(b)3.02, 5.04(c3.04(a) and 5.05 (c) and 6.07 hereof, and notwithstanding Section 2.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and be continuing or after the Indenture Trustee has given notice to the Owner Trustee and the Owner Participant pursuant to Section 4.04(a) hereof regarding its exercise of remedies under Section 18 of the Lease or of the foreclosure of this Indenture, or after the Equipment Notes shall have become due and payable as provided herein, and all payments or amounts then held by the Indenture Trustee as part of the Trust Indenture Estate, shall, so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority, without duplication: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for all amounts due to it pursuant to Section 6.07 hereof, plus any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b4.05(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A Certificates, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Holders of Series A Certificates, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A Outstanding Certificates, and the all accrued but unpaid interest thereon to the date of distribution and all other amounts due thereon hereunder and all other Secured Obligations thereunder (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution), shall be distributed to the Holders of Series A CertificatesHolders, and in case if the aggregate amount so to be distributed shall be insufficient to pay all such amounts in full as aforesaid, then such amount shall be distributed ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount principal amount of all Series A Certificates held by each holder plus such Holder, the accrued but unpaid interest thereon to the date of distribution and all other amounts due hereunder or and thereunder (other than Make-Whole Premium) to the date of distribution), bears to the aggregate unpaid Principal Amount principal amount of all Series A Certificates held by all such holders Outstanding Certificates, plus the accrued but unpaid interest thereon to the date of distribution and all other amounts due thereon hereunder and thereunder (other than Make-Whole Premium (it being understood that amounts payable under this clause second shall not include Make-Whole Premium) ); and third, the balance, if any of such payments or amounts remaining thereafter shall be distributed to the date of distribution;Owner Trustee for distribution pursuant to the Trust Agreement.

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and after the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII received a request in accordance with Section 7.10 hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A Outstanding Certificates, and the all accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distributiondistribution and all other amounts due hereunder and thereunder, shall be distributed to the Holders of Series A CertificatesHolders, and in case if the aggregate amount so to be distributed shall be insufficient to pay all such amounts in full as aforesaid, then such amount shall be distributed ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount principal amount of all Series A Certificates held by each holder plus such Holder, the accrued but unpaid interest thereon to the date of distribution and all other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distributionand thereunder, bears to the aggregate unpaid Principal Amount principal amount of all Series A Certificates held by all such holders Outstanding Certificates, plus the accrued but unpaid interest thereon to the date of distribution and all other amounts due thereon hereunder and thereunder (other than it being understood that amounts payable hereunder shall not include Make-Whole Premium) ); and third, the balance, if any of such payments or amounts remaining thereafter shall be distributed to the date of distribution;Owner Trustee for distribution pursuant to the Trust Agreement.

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b)2.13, 5.04(b)3.02, 5.04(c3.04(a) and 5.05 (c) and 6.07 hereof, and notwithstanding Section 2.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and be continuing or after the Indenture Trustee has given notice to the Owner Trustee and the Owner Participant pursuant to Section 4.04(a) hereof regarding its exercise of remedies under Section 18 of the Lease or of the foreclosure of this Indenture, or after the Equipment Notes shall have become due and payable as provided herein, and all payments or amounts then held by the Indenture Trustee as part of the Trust Indenture Estate, shall, so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority, without duplication: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for all amounts due to it pursuant to Section 6.07 hereof, plus any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b4.05(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, Trust Indenture 49 - 44 - taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to the then existing or prior Note Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of one over any other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 and applicable (in the case of each such then existing Note Holder) to the Equipment Notes held by such existing Note Holder at the time of distribution by the Indenture Trustee; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole PremiumAmount, if any) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Note Holders of Series A CertificatesA, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole PremiumAmount, if any) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as --------------------------------------------- otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c3.04(c) and 5.05 hereof3.05(ii), all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, continuing and after either (i) the Indenture Trustee has commenced shall foreclose the exercise Lien of this Indenture or shall be pursuing remedies pursuant to Article VIII hereof, in respect thereof or (bii) after the Certificates Equipment Notes shall have become due and payable as provided in Section 7.02(b4.04(b) or (c) hereof), as well as all payments or amounts then held by the Indenture Trustee as part of the Indenture Estate, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to ----- reimburse the Indenture Trustee for any tax, fees, expense, charge or other loss (including, without limitation, all amounts to be expended or incurred at the expense of, or charged upon the tolls, rents, revenues, issues, income, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof4.05(b)) incurred by the Indenture Trustee (to the extent reimbursable pursuant to the terms of this Indenture and not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be ------ required to reimburse the holders of the Equipment Notes in full for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Equipment Note over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such holder of Equipment Notes pursuant to Section 5.03 bears to the aggregate amount of the unreimbursed payments made by all holders of Equipment Notes pursuant to Section 5.03; third, so much of such payments or amounts remaining as shall be ----- required to pay in full to the holders of Equipment Notes all other amounts payable pursuant to the indemnification provisions of Article 6 or 7 of the Participation Agreement or pursuant to any other provision of any Operative Agreement and secured hereunder (other than amounts payable pursuant to clause "second", "fourth" or "fifth" of this Section 3.03) to the holders ------ ------ ----- of Equipment Notes and remaining unpaid shall be distributed to such holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any Equipment Note over any other, in the proportion that the aggregate amount due each holder of Equipment Notes under this clause "third" bears ----- to the aggregate amount due all holders of Equipment Notes under this clause "third"; ----- fourth, so much of such payments or amounts remaining as shall be ------ required to pay in full the aggregate amount of all accrued but unpaid interest to the date of distribution on the Equipment Notes shall be distributed to the holders of this Equipment Notes, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Equipment Note over any other, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Equipment Note bears to the aggregate amount of all accrued but unpaid interest to the date of distribution on all Equipment Notes; fifth, so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A Certificates, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distribution, Equipment Notes shall be distributed to the Holders holders of Series A Certificatesthe Equipment Notes, and in case if the aggregate amount so to be distributed remaining shall be insufficient to pay all such amounts in full as aforesaidfull, then it shall be distributed ratably, without priority of any one Equipment Note over the any other, in the proportion that the aggregate unpaid Principal Amount principal amount of all Series A Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, Equipment Note bears to the aggregate unpaid Principal Amount principal amount of all Series A Certificates held by all Equipment Notes; and sixth, the balance, if any, of such holders plus the accrued but unpaid interest and other payments or amounts due thereon (other than Make-Whole Premium) remaining ----- thereafter shall be distributed to the date of distribution;Owner Trustee for distribution pursuant to the Trust Agreement.

Payment After Indenture Event of Default, etc. Except as ---------------------------------------------- otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 5.05(b) hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (ai) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, and after the Indenture Trustee has commenced received a request in accordance with Section 7.10 hereof to accelerate the exercise of remedies pursuant to Article VIII hereofCertificates, or (bii) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, or (iii) after the Indenture Trustee shall foreclose under this Indenture, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to ------ reimburse the Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders Trustee) in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) Default shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, (i) so much of such payments or amounts remaining as shall be required to pay in ------- full the aggregate unpaid Principal Amount principal amount of all Series A outstanding Certificates, and the all accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates to the date of distributiondistribution and all other amounts due thereunder (but without premium, except to the extent otherwise payable hereunder), shall be distributed to the Holders of Series A CertificatesHolders, and in case if the aggregate amount so to be distributed shall be insufficient to pay all such amounts in full as aforesaid, then ratablysuch amount shall be distributed ratably to Holders of Outstanding Certificates, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount principal amount of all Series A Outstanding Certificates held by each holder such Holder, plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) thereon to the date of distributiondistribution and all other amounts due thereunder (but without premium, except to the extent otherwise payable hereunder), bears to the aggregate unpaid Principal Amount principal amount of all Series A Certificates held by all such holders Outstanding Certificates, plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;distribution and all other amounts due thereunder (but without premium, except to the extent otherwise payable hereunder); and third, the balance, if any, of such payments or amounts remaining ------ thereafter shall be distributed to the Owner Trustee for distribution pursuant to the Trust Agreement.

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b), 5.04(b), 5.04(c) and 5.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing, continuing and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates Equipment Notes shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay or reimburse (i) the Indenture Trustee for any taxtax (except to the extent resulting from a failure of the Indenture Trustee to withhold pursuant to Section 5.09 hereof), expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the Holders, liquidated or otherwise, upon such Indenture Event of Default) , shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expensesexpenses and (ii) all similar amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement; and in the case the aggregate amount to be so distributed is insufficient to pay as set forth in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; second, so much of such payment or amounts remaining as shall be required to reimburse the then existing or prior Holders for payments made pursuant to Section 9.03(d) hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Holder pursuant to said Section 9.03(d) hereof; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount principal amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (other than Make-Whole Premium) in respect of the Series A Certificates Equipment Notes to the date of distribution, shall be distributed to the Holders of Series A CertificatesEquipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Premium) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;

Payment After Indenture Event of Default, etc. Except as otherwise provided in Sections 5.02(b)2.13, 5.04(b)3.02, 5.04(c3.04(a) and 5.05 (c) and 6.07 hereof, and notwithstanding Section 2.05 hereof, all payments (other than Excepted Payments) received and all amounts held or realized by the Indenture Trustee (a) after an Indenture Event of Default shall have occurred and be continuing or after the Indenture Trustee has given notice to the Owner Trustee and the Owner Participant pursuant to Section 4.04(a) hereof regarding its exercise of remedies under Section 18 of the Lease or of the foreclosure of this Indenture, or after the Equipment Notes shall have become due and payable as provided herein, and all payments or amounts then held by the Indenture Trustee as part of the Trust Indenture Estate, shall, so long as such an Indenture Event of Default shall be continuing, and the Indenture Trustee has commenced the exercise of remedies pursuant to Article VIII hereof, or (b) after the Certificates shall have become due and payable as provided in Section 7.02(b) or (c) hereof, shall be promptly distributed by the Indenture Trustee in the following order of priority, without duplication: first, so much of such payments or amounts as shall be required to reimburse the Indenture Trustee for all amounts due to it pursuant to Section 6.07 hereof, plus any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate pursuant to Section 7.03(b4.05(b) hereof) incurred by the Indenture Trustee (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Indenture Trustee or the Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee or the HoldersTrustee, liquidated or otherwise, upon such Indenture Event of Default) shall be applied by the Indenture Trustee as between itself and the Holders in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 Trust Indenture 49 - 44 - hereof (to the extent not previously reimbursed) shall be distributed to the then existing or prior Note Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of one over any other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 and applicable (in the case of each such then existing Note Holder) to the Equipment Notes held by such existing Note Holder at the time of distribution by the Indenture Trustee; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series A CertificatesEquipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole PremiumAmount, if any) in respect of the Series A Certificates to the date of distribution, shall be distributed to the Note Holders of Series A CertificatesA, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by each holder Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole PremiumAmount, if any) to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series A Certificates Equipment Notes held by all such holders Holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Premium) to the date of distribution;