Common use of Payment Date Second Step Withdrawals Clause in Contracts

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the transfers provided for in Section 3.06 have been made and after making the distributions, if any, pursuant to Section 3.07(b), the Trustee shall distribute the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid ranking prior thereto (“Prior Ranking Amounts”) have been paid in full. Except as provided in clause (iv) of the definition of Collections and in clause (c) of the definition of Available Collections Amount, the Available Collections Amount does not include the aggregate amount of funds on deposit in the Interest Reserve Account and the Capital Account, provided that, if there is a Shortfall, then the Trustee shall withdraw from the Interest Reserve Account the lesser of the Shortfall and the Interest Reserve Account Balance and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that, if the amount available in the Interest Reserve Account is less than the amount of such Shortfall, and there is a positive balance in the Capital Account, the Trustee shall withdraw from the Capital Account an amount equal to the lesser of the excess of the Shortfall over the amount, if any, withdrawn from the Interest Reserve Account and the balance in the Capital Account and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that the Trustee shall make such a withdrawal from the Capital Account in respect of not more than six (6) Payment Dates in total prior to the Final Maturity Date of the Notes and in respect of not more than any three consecutive Payment Dates. Except for such withdrawals, the amounts set forth below are to be paid out of the Available Collections Amount: (i) First, to the payment of Expenses to such Persons as shall be entitled to payment or reimbursement thereof and to the payment of any B&W Payment, if required pursuant to Section 3.08; (ii) Second, to the Class A Noteholders, the Interest Amount on the Class A Notes; (iii) Third, on each March 30 Payment Date, to the Class A Noteholders, the Cash Sweep Principal Amount and the Cash Sweep Premium, if any, allocated pro rata in proportion to the outstanding principal balance of the Class A Notes held by such Class Noteholders, until the Class A Notes have been paid in full; (iv) Fourth, on each Payment Date other than the March 30 Payment Date and the Final Maturity Date, the Net Available Collections Amount shall be retained in the Collection Account, until the Class A Notes have been paid in full; (v) Fifth, to the payment of principal on the Class A Notes until the Class A Notes have been paid in full; (vi) Sixth, to the Class B Noteholders, if any, the Interest Amount on the Class B Notes; (vii) Seventh, to the Class B Noteholders, payment of the principal amount of the Class B Notes until the Class B Notes have been paid in full; and (viii) Eighth, to the Issuer, all remaining amounts.

Payment Date Second Step Withdrawals. (a) On Subject to Section 3.6(e), on each Payment Date, after the applicable transfers provided for in Section 3.06 3.5 have been made and after making the distributions, if any, pursuant to Section 3.07(b)made, the Trustee shall distribute (or instruct the Paying Agent to distribute) from the Available Collections Amount on deposit in the Collection Account (other than any amounts constituting Milestone Payments or any Licensee Termination Payment on deposit therein, which amounts shall be transferred to the Milestone Payments Reserve Account and the Redemption Account, respectively, in accordance with Section 3.1) the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid ranking prior thereto (“Prior Ranking Amounts”) have been paid in full. Except as provided in clause (iv) of the definition of Collections and in clause (c) of the definition of Available Collections Amount, the Available Collections Amount does not include the aggregate amount of funds on deposit in the Interest Reserve Account and the Capital Account, provided that, if there is a Shortfall, then the Trustee shall withdraw from the Interest Reserve Account the lesser of the Shortfall and the Interest Reserve Account Balance and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that, if the amount available in the Interest Reserve Account is less than the amount of such Shortfall, and there is a positive balance in the Capital Account, the Trustee shall withdraw from the Capital Account an amount equal to the lesser of the excess of the Shortfall over the amount, if any, withdrawn from the Interest Reserve Account and the balance in the Capital Account and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that the Trustee shall make such a withdrawal from the Capital Account in respect of not more than six (6) Payment Dates in total prior to the Final Maturity Date of the Notes and in respect of not more than any three consecutive Payment Dates. Except for such withdrawals, the amounts set forth below are to be paid out of the Available Collections Amount: (i) Firstfirst, to the Issuer for the payment of all Taxes owed by the Issuer, if any; (ii) second, to the payment of all Expenses to such Persons as shall be entitled to payment not previously paid or reimbursement thereof and reimbursed, in the amounts shown in all supporting documentation attached to the payment of Calculation Date Information received by the Calculation Agent, taking into account any B&W Payment, if required amounts previously paid pursuant to Section 3.083.6(d); (iiiii) Secondthird, to the Trustee for distribution to the Noteholders of the Class A NoteholdersNotes, the ratable payment of the Interest Amount (including any applicable Tax Additional Amount) then due and payable on the Class A Notes, taking into account any amounts previously paid pursuant to this Indenture, and including any amounts to be paid pursuant to Section 3.7, in each case on such Payment Date; (iiiiv) Thirdfourth, beginning on each March 30 the third Payment Date, to the Trustee for distribution to the Noteholders of the Class A Noteholders, Notes as principal payments on the Cash Sweep Principal Amount and the Cash Sweep Premium, if anyClass A Notes (without Premium or penalty), allocated pro rata in proportion to the outstanding principal balance Outstanding Principal Balance of the such Class A Notes held by such Class Noteholders, until the Outstanding Principal Balance of the Class A Notes have has been paid in full; (iv) Fourth, on each Payment Date and, then to the ratable payment of all other than obligations owed to the March 30 Payment Date and the Final Maturity Date, the Net Available Collections Amount shall be retained in the Collection Account, until Noteholders of the Class A Notes have been until all such amounts are paid in full; (v) Fifthfifth, beginning on the third Payment Date, to the payment Trustee for distribution to the Noteholders of the Subordinated Notes, if any, the principal of and any Interest Amount on the Class A Subordinated Notes in accordance with the terms of the Subordinated Notes until the Class A Subordinated Notes have been paid in full; (vi) Sixthsixth, to the Class B Noteholders, if any, the Interest Amount on the Class B Notes; (vii) Seventh, to the Class B Noteholders, ratable payment of the principal amount of the Class B Notes all other obligations under this Indenture until the Class B Notes have been all such amounts are paid in full; and (viiivii) Eighthseventh, to after payment of all Outstanding Notes and all other amounts due under the Indenture, to, or at the direction of, the Issuer, all remaining amounts. (b) Upon satisfaction of the conditions described in this Section 3.6(b), the Issuer may issue PIK Notes (to Noteholders of the Original Class A Notes only) without the consent of any Noteholder, in which case the aggregate principal amount of the Original Class A Notes will be increased in the amount of such PIK Notes. If an Interest Shortfall exists on the Payment Date occurring in September 2015 or March 2016, as determined pursuant to Section 3.4(a)(ix), except to the extent of any payment of such Interest Shortfall from the Interest Reserve Account and amounts available therefor in the Capital Account pursuant to Section 3.7, such Interest Shortfall shall be payable through the issuance of PIK Notes (to Noteholders of the Original Class A Notes only) in a principal amount equal to such Interest Shortfall. Any PIK Note shall be designated generally as a Note for all purposes under this Indenture. Any PIK Note issued pursuant to this Section 3.6(b) shall be part of the same class, and shall have the same terms and rights, as the Original Class A Notes, except that interest on such PIK Note shall begin to accrue from the Payment Date occurring in September 2015 or March 2016, as applicable. To the extent that the principal amount of any PIK Notes to be issued would not be in an integral multiple of $1.00, the principal amount of such PIK Notes shall be increased to the next highest integral multiple of $1.00 if the excess over the closest integral multiple of $1.00 is $0.50 or more, but any such excess of less than $0.50 shall be extinguished. PIK Notes shall be issued only after all funds in the Collection Account are distributed on the applicable Payment Date. For the avoidance of doubt, any portion of an Interest Shortfall that represents Tax Additional Amounts shall not be payable through the issuance of PIK Notes. (c) To the extent the Issuer receives amounts from the Trustee from the Collection Account pursuant to Section 3.6(a)(vii), from the Interest Reserve Account pursuant to Section 3.7(a) or from the Milestone Payments Reserve Account pursuant to Section 3.7(b), such amounts may be distributed by the Issuer to the Equityholder (or as otherwise directed by the Equityholder or any Person designated by the Equityholder to give such directions) in its sole discretion. The provisions contained in this Section 3.6(c) may not be amended, modified, waived or terminated (including pursuant to any termination of this Indenture) without the prior written consent of the Equityholder, and the provisions contained in this Section 3.6(c) shall survive the termination of this Indenture. The parties hereto specifically agree that each Equityholder (i) is and shall be an express third-party beneficiary of the provisions of this Section 3.6(c) and (ii) shall have the right to enforce any provision of this Section 3.6(c). (d) Notwithstanding anything herein to the contrary, so long as no Event of Default shall have occurred and be continuing, the Calculation Agent shall, on the 15th day of each calendar month (other than any month in which a Payment Date falls) or, if such 15th day is not a Business Day, the next Business Day, reimburse and pay to the Issuer (or such other appropriate Person identified at the written instruction of the Issuer), from the Collection Account (other than any amounts constituting Milestone Payments or any Licensee Termination Payment on deposit therein, which amounts shall be transferred to the Milestone Payments Reserve Account and the Redemption Account, respectively, in accordance with this Indenture), an amount equal to the lesser of (i) all Expenses not previously paid or reimbursed and (ii) the balance of the Collection Account, in either case upon delivery to the Calculation Agent by the Issuer, not less than three Business Days prior to such 15th day or next Business Day, as the case may be, of a written notice as to the amount of such Expenses. (e) Notwithstanding anything herein to the contrary, the priority of payments set forth in Section 3.6(a) shall be adjusted to give effect to any inaccuracy set forth in any report of an accounting firm pursuant to Section 6.14(b), such that each Person shall be restored on the immediately succeeding Payment Date (or, if necessary, the succeeding Payment Dates) to the cash flow position that such Person would have been in had the accurate amounts set forth in such report been paid in accordance with Section 3.6(a) on the relevant prior Payment Dates.

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the applicable transfers provided for in Section 3.06 3.6 have been made and after making the distributionsdistributions from the Redemption Account, if any, pursuant to Section 3.07(b3.10(a), and after the making of any Parent Shortfall Payment pursuant to Section 3.9, the Trustee shall distribute from the Collection Account the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid ranking prior thereto (“Prior Ranking Amounts”) have been paid in full. Except as provided in clause (iv) of the definition of Collections and in clause (c) of the definition of Available Collections Amount, the Available Collections Amount does not include the aggregate amount of funds on deposit in the Interest Reserve Account and the Capital Account, provided that, if there is a Shortfall, then the Trustee shall withdraw from the Interest Reserve Account the lesser of the Shortfall and the Interest Reserve Account Balance and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that, if the amount available in the Interest Reserve Account is less than the amount of such Shortfall, and there is a positive balance in the Capital Account, the Trustee shall withdraw from the Capital Account an amount equal to the lesser of the excess of the Shortfall over the amount, if any, withdrawn from the Interest Reserve Account and the balance in the Capital Account and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that the Trustee shall make such a withdrawal from the Capital Account in respect of not more than six (6) Payment Dates in total prior to the Final Maturity Date of the Notes and in respect of not more than any three consecutive Payment Dates. Except for such withdrawals, the amounts set forth below are to be paid out of the Available Collections Amount: (i) Firstfirst, to the payment of all Expenses to due and payable on such Persons as shall be entitled to payment or reimbursement thereof and Payment Date, with the amounts shown on all invoices attached to the Servicer Information received by the Trustee for the reimbursement or payment of any B&W Payment, if required pursuant to Section 3.08Expenses not previously paid or reimbursed; (ii) Secondsecond, to the payment of the Servicing Fee for such Payment Date and any unpaid Servicing Fee in respect of prior Payment Dates; (iii) third, to the Trustee for distribution to the Noteholders of the Class A Noteholders, Notes to the ratable payment of the Interest Amount then due and payable on the Class A Notes, taking into account any amounts paid pursuant to Section 3.8 on such Payment Date; (iiiiv) Third, on each March 30 Payment Datefourth, to the Trustee for distribution to the Noteholders of the Class A NoteholdersNotes, principal payments on the Cash Sweep Principal Amount and the Cash Sweep Premium, if anyClass A Notes (without premium or penalty), allocated pro rata in proportion to the outstanding principal balance Outstanding Principal Balance of the such Class A Notes held by such Class Noteholders, until the Outstanding Principal Balance of such Class A Notes has been paid in full; (v) fifth, after the Class A Notes have been paid in full; (iv) Fourth, on each Payment Date other than the March 30 Payment Date and the Final Maturity Date, the Net Available Collections Amount shall be retained in the Collection Account, until the Class A Notes have been paid in full; (v) Fifth, to the payment Trustee for distribution to the Noteholders of principal on the Class A Notes until the Class A Notes have been paid in full; (vi) Sixth, to the Class B NoteholdersNotes, if any, the Interest Amount on the Class B NotesNotes in accordance with their terms; (viivi) Seventhsixth, after the Class A Notes have been paid in full, to the Trustee for distribution to the Noteholders of the Class B NoteholdersNotes, if any, payment of the principal amount of the Class B Notes in accordance with their terms until the Class B Notes have been paid in full; (vii) seventh, after the Notes have been paid in full, to the ratable payment of all other obligations under this Indenture until all such amounts are paid in full; and (viii) Eightheighth, after the Notes have been paid in full, to the Issuer, all remaining amounts. Notwithstanding the foregoing, if funds in the Holdback Account are required to be transferred to the Collection Account and included in the Available Collections Amount on a Payment Date pursuant to Section 3.12, such funds shall be transferred by the Trustee to the Collection Account for distribution to the Noteholders to pay interest on and principal of the Class A Notes (without premium or penalty) in the amount of such funds, allocated pro rata in proportion to the Outstanding Principal Balance of the Class A Notes held by such Noteholders, before the Trustee has made any other distribution from the Collection Account. (b) To the extent the Issuer receives amounts from the Trustee from the Collection Account pursuant to Section 3.7(a)(viii), such amounts may be distributed by the Issuer to the Parent (or as otherwise directed by the Parent or any Person designated by the Parent to give such directions) in its sole discretion. (c) To the extent that any monies are deposited in the Collection Account to reimburse prior distributions in respect of a Parent Shortfall, such monies shall be paid to the Trustee on behalf of the Noteholders prior to giving effect to this Section 3.7 to the extent that such monies otherwise would have been paid to such Noteholders on the prior respective Payment Date in accordance with this Section 3.7 in the absence of such Parent Shortfall.

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the withdrawals and transfers provided for in Section 3.06 3.07 have been made and after making the distributions, if any, pursuant to Section 3.07(b)made, the Trustee Administrative Agent, on behalf of the Security Trustee, shall distribute the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid ranking prior thereto (“"Prior Ranking Amounts”) " have been paid in full. Except as provided in clause (iv) of the definition of Collections and in clause (c) of the definition All payments of Available Collections AmountAmount to be made to Holders of any subclass of Notes pursuant to this Section 3.08 shall be made through a direct transfer of funds to the applicable Note Account with respect to such subclass of Notes. To the extent that any amounts are retained in the Collection Account on any Payment Date pursuant to this Section 3.08(a), such amounts shall not be distributed thereafter on such Payment Date out of the Collection Account as Available Collections Amount does not include the aggregate amount of funds on deposit in the Interest Reserve Account and the Capital Account, provided that, if there is a Shortfall, then the Trustee shall withdraw from the Interest Reserve Account the lesser of the Shortfall and the Interest Reserve Account Balance and distribute it pursuant to the Class A Noteholders in any succeeding payment of the Interest Amount, and provided further that, if the amount available in the Interest Reserve Account is less than the amount of such Shortfall, and there is a positive balance in the Capital Account, the Trustee shall withdraw from the Capital Account an amount equal to the lesser of the excess of the Shortfall over the amount, if any, withdrawn from the Interest Reserve Account and the balance in the Capital Account and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that the Trustee shall make such a withdrawal from the Capital Account in respect of not more than six (6) Payment Dates in total prior to the Final Maturity Date of the Notes and in respect of not more than any three consecutive Payment Dates. Except for such withdrawals, the amounts set forth below are required to be paid out of the Available Collections Amount:made under this Section 3.08(a) provided that there are funds available therefor. (i) First, to the payment of Expenses to such Persons as shall be entitled to payment Expense Account or reimbursement thereof and directly to the payment of any B&W Paymentrelevant Expense payees in accordance with the Administrative Agency Agreement, if required pursuant an amount equal to Section 3.08the Required Expense Amount and then to the relevant Expense payees; (ii) Second, to in no order of priority inter se, but pro rata (A) among the Note Accounts for each subclass of MSAF Group Class A NoteholdersNotes, the Interest Amount on the such subclass of MSAF Group Class A NotesNotes in no order of priority inter se, but pro rata according to the amount of accrued and unpaid interest on such subclass of MSAF Group Class A Notes and (B) pro rata, to any Swap Provider, an amount equal to any Swap Payment due pursuant to any Swap Agreement (other than any Subordinated Swap Payments); (iii) Third, on each March 30 Payment Datefirst, to any Persons providing any Primary Eligible Credit Facilities, any amounts payable to such Persons under the Class A Noteholdersterms of their respective Primary Eligible Credit Facilities and then, after giving effect to the Cash Sweep Principal Amount and transfers made in respect of all Prior Ranking Amounts, retain in the Cash Sweep PremiumCollection Account an amount, if anypositive, allocated pro rata in proportion equal to the outstanding principal balance of Minimum Liquidity Reserve Amount less the Class A Notes held by such Class Noteholders, until the Class A Notes have been paid in fullamounts available for drawing under any Primary Eligible Credit Facilities; (iv) Fourth, on to the Note Accounts for each Payment Date other than the March 30 Payment Date and the Final Maturity Datesubclass of MSAF Group Class A Notes, the Net Available Collections Amount shall be retained in the Collection Accountorder of priority by subclass set forth in Section 3.09 hereof, until an amount equal to the Minimum Principal Payment Amount of the MSAF Group Class A Notes have been paid in fullNotes; (v) Fifth, among the Note Accounts for each subclass of MSAF Group Class B Notes, the Interest Amount on such subclass of MSAF Group Class B Notes in no order of priority inter se, but pro rata according to the payment amount of principal accrued and unpaid interest on the such subclass of MSAF Group Class A Notes until the Class A Notes have been paid in fullB Notes; (vi) Sixth, to the Note Accounts for each subclass of MSAF Group Class B NoteholdersNotes, if anyin the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Interest Minimum Principal Payment Amount on of the MSAF Group Class B Notes; (vii) Seventh, among the Note Accounts for each subclass of MSAF Group Class C Notes, the Interest Amount on such subclass of MSAF Group Class C Notes in no order of priority inter se, but pro rata according to the Class B Noteholders, payment of the principal amount of the accrued and unpaid interest on such subclass of MSAF Group Class B Notes until the Class B Notes have been paid in full; andC Notes; (viii) Eighth, to the IssuerNote Accounts for each subclass of MSAF Group Class C Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Minimum Principal Payment Amount of the MSAF Group Class C Notes; (ix) Ninth, among the Note Accounts for each subclass of MSAF Group Class D Notes, the Interest Amount on such subclass of MSAF Group Class D Notes in no order of priority inter se, but pro rata according to the amount of accrued and unpaid interest on such subclass of MSAF Group Class D Notes; (x) Tenth, to the Note Accounts for each subclass of MSAF Group Class D Notes in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Minimum Principal Payment Amount of the MSAF Group Class D Notes; (xi) Eleventh, first, to any Persons providing any Credit Facilities that are not Primary Eligible Credit Facilities, any amounts payable to such Persons under the terms of their respective Credit Facilities and then, after giving effect to the transfers made in respect of all Prior Ranking Amounts, retain in the Collection Account an amount equal to the difference, if positive, between the Liquidity Reserve Amount and the sum of (x) the amount of cash reserved under (iii) above and (y) the amount available for drawing under any Eligible Credit Facilities; (xii) Twelfth, to the Note Accounts for each subclass of MSAF Group Class A Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Scheduled Principal Payment Amount of the MSAF Group Class A Notes; (xiii) Thirteenth, to the Note Accounts for each subclass of MSAF Group Class B Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Scheduled Principal Payment Amount of the MSAF Group Class B Notes; (xiv) Fourteenth, to the Note Accounts for each subclass of MSAF Group Class C Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Scheduled Principal Payment Amount of the MSAF Group Class C Notes; (xv) Fifteenth, to the Note Accounts for each subclass of MSAF Group Class D Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Scheduled Principal Payment Amount of the MSAF Group Class D Notes; (xvi) Sixteenth, to the Expense Account, an amount equal to Permitted Accruals in respect of Modification Payments (or any part thereof); (xvii) Seventeenth, among the Note Accounts for each subclass of MSAF Group Notes entitled thereto, an amount equal to all accrued and unpaid Step-Up Interest, if any, in no order of priority inter se, but pro rata according to the amount of such accrued and unpaid Step-Up Interest; (xviii) Eighteenth, to the holders of the Beneficial Interest, the Beneficial Interest Distribution Amount; (xix) Nineteenth, to the Note Accounts for each subclass of MSAF Group Class A Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Supplemental Principal Payment Amount of the MSAF Group Class A Notes; (xx) Twentieth, to the Note Accounts for each subclass of MSAF Group Class B Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Supplemental Principal Payment Amount of the MSAF Group Class B Notes; (xxi) Twenty-first, to the Note Accounts for each subclass of MSAF Group Class D Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Redemption Price of the Outstanding Principal Balance of each such subclass; (xxii) Twenty-second, to the Note Accounts for each subclass of MSAF Group Class C Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Redemption Price of the Outstanding Principal Balance of each such subclass; (xxiii) Twenty-third, to the Note Accounts for each subclass of MSAF Group Class B Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Redemption Price of the Outstanding Principal Balance of each such subclass; (xxiv) Twenty-fourth, to the Note Accounts for each subclass of MSAF Group Class A Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Redemption Price of the Outstanding Principal Balance of each such subclass; (xxv) Twenty-fifth, payments to the Swap Providers which are subordinated in accordance with the relevant Swap Agreements ("Subordinated Swap Payments"); and (xxvi) Twenty-sixth, to the holders of the Beneficial Interest, all remaining amounts. (b) Anything to the contrary contained in Section 3.08(a) hereof notwithstanding, following delivery to the Issuer, any Guarantor or the Administrative Agent of a Default Notice or during the continuance of an Acceleration Default, the allocation of payments described in such Section 3.08(a) shall not apply and all amounts on deposit in the Collection Account and the Expense Account shall be applied by the Administrative Agent in the following order of priority: (i) First, to the Expense Account for distribution by the Administrative Agent or, in accordance with the Administrative Agency Agreement, directly to the relevant Expense payees, an amount equal to the Required Expense Amount and then to the relevant Expense payees; (ii) Second, in no order of priority inter se, but pro rata to the providers of any Primary Eligible Credit Facilities, such amounts as are required to make any payments due to such providers pursuant to the terms of their respective Primary Eligible Credit Facilities; (iii) Third, in no order of priority inter se, but pro rata in respect of amounts outstanding or payable on such date, (A) pro rata among the Note Accounts for each subclass of MSAF Group Class A Notes, all accrued and unpaid interest (including any Step-Up Interest) on, and the Outstanding Principal Balance of such subclass of MSAF Group Class A Notes and (B) pro rata to any Swap Provider, such amounts as are required to pay any Swap Payments (other than Subordinated Swap Payments) due pursuant to any Swap Agreement; (iv) Fourth, in no order of priority inter se, but pro rata in respect of amounts outstanding or payable on such date, pro rata among the Note Accounts for each subclass of MSAF Group Class B Notes, all accrued and unpaid interest (including any Step-Up Interest) on, and the Outstanding Principal Balance of such subclass of MSAF Group Class B Notes; (v) Fifth, in no order of priority inter se, but pro rata in respect of amounts outstanding or payable on such date, pro rata among the Note Accounts for each subclass of MSAF Group Class C Notes, all accrued and unpaid interest (including any Step-Up Interest) on, and the Outstanding Principal Balance of such subclass of MSAF Group Class C Notes; (vi) Sixth, in no order of priority inter se, but pro rata in respect of amounts outstanding or payable on such date, pro rata among the Note Accounts for each subclass of MSAF Group Class D Notes, all accrued and unpaid interest (including any Step-Up Interest) on, and the Outstanding Principal Balance of such subclass of MSAF Group Class D Notes; (vii) Seventh, in no order of priority inter se, but pro rata to the providers of Credit Facilities other than Primary Eligible Credit Facilities, such amounts as are required to make payments due to such providers pursuant to the terms of their respective Credit Facilities; (viii) Eighth, in no order of priority inter se, but pro rata, to any Swap Provider, such amounts as are required to make any Subordinated Swap Payments due pursuant to any Swap Agreement; and (ix) Ninth, to the holders of the Beneficial Interest, any amount remaining.

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the applicable transfers provided for in Section 3.06 3.6 have been made and after the making the distributions, if any, of any Parent Shortfall Payment pursuant to Section 3.07(b)3.9, the Trustee shall distribute from the Collection Account the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid ranking prior thereto (“Prior Ranking Amounts”) have been paid in full. Except as provided in clause (iv) of the definition of Collections and in clause (c) of the definition of Available Collections Amount, the Available Collections Amount does not include the aggregate amount of funds on deposit in the Interest Reserve Account and the Capital Account, provided that, if there is a Shortfall, then the Trustee shall withdraw from the Interest Reserve Account the lesser of the Shortfall and the Interest Reserve Account Balance and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that, if the amount available in the Interest Reserve Account is less than the amount of such Shortfall, and there is a positive balance in the Capital Account, the Trustee shall withdraw from the Capital Account an amount equal to the lesser of the excess of the Shortfall over the amount, if any, withdrawn from the Interest Reserve Account and the balance in the Capital Account and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that the Trustee shall make such a withdrawal from the Capital Account in respect of not more than six (6) Payment Dates in total prior to the Final Maturity Date of the Notes and in respect of not more than any three consecutive Payment Dates. Except for such withdrawals, the amounts set forth below are to be paid out of the Available Collections Amount: (i) Firstfirst, to the payment of all Expenses to due and payable on such Persons as shall be entitled to payment or reimbursement thereof and Payment Date, with the amounts shown on all invoices attached to the Servicer Information received by the Trustee for the reimbursement or payment of any B&W Payment, if required pursuant to Section 3.08Expenses not previously paid or reimbursed; (ii) Secondsecond, to the payment of the Servicing Fee for such Payment Date and any unpaid Servicing Fee in respect of prior Payment Dates; (iii) third, to the Trustee for distribution to the Noteholders of the Class A Noteholders, Notes to the ratable payment of the Interest Amount then due and payable on the Class A Notes, taking into account any amounts paid pursuant to Section 3.8 on such Payment Date, provided such Noteholder has executed and delivered a Confidentiality Agreement; (iiiiv) Third, on each March 30 Payment Datefourth, to the Trustee for distribution to the Noteholders of the Class A NoteholdersNotes, principal payments on the Cash Sweep Principal Amount and the Cash Sweep Premium, if anyClass A Notes (without premium or penalty), allocated pro rata in proportion to the outstanding principal balance Outstanding Principal Balance of the such Class A Notes held by such Class Noteholders, until the Outstanding Principal Balance of such Class A Notes has been paid in full, provided such Noteholder has executed and delivered a Confidentiality Agreement; (v) fifth, after the Class A Notes have been paid in full; (iv) Fourth, on each Payment Date other than the March 30 Payment Date and the Final Maturity Date, the Net Available Collections Amount shall be retained in the Collection Account, until the Class A Notes have been paid in full; (v) Fifth, to the payment Trustee for distribution to the Noteholders of principal on the Class A Notes until the Class A Notes have been paid in full; (vi) Sixth, to the Class B NoteholdersNotes, if any, the Interest Amount on the Class B NotesNotes in accordance with their terms; (viivi) Seventhsixth, after the Class A Notes have been paid in full, to the Trustee for distribution to the Noteholders of the Class B NoteholdersNotes, if any, payment of the principal amount of the Class B Notes in accordance with their terms until the Class B Notes have been paid in full; (vii) seventh, after the Notes have been paid in full, to the ratable payment of all other obligations under this Indenture until all such amounts are paid in full; and (viii) Eightheighth, after the Notes have been paid in full, to the Issuer, all remaining amounts. (b) Prior to the Trustee making any distributions pursuant to Section 3.7(a), the Trustee shall pay to the Parent from the Available Collections Amount, to be held in trust or escrow for Pfizer and other third parties entitled to royalties from the Parent in respect of Subject Products in one or more segregated accounts of the Parent, within 30 days of the end of each calendar quarter, the royalties due to such Persons in respect of Subject Products as set forth in the report to be prepared by the Servicer and delivered by the Servicer to the Trustee pursuant to Section 4.1(c)(xi) of the Servicing Agreement, but in no event shall such royalties exceed, in the aggregate, 3.5% of Net Sales (as defined in the Inspire License Agreement) for such calendar quarter. (c) To the extent the Issuer receives amounts from the Trustee from the Collection Account pursuant to Section 3.7(a)(viii), such amounts may be distributed by the Issuer to the Parent (or as otherwise directed by the Parent or any Person designated by the Parent to give such directions) in its sole discretion. (d) To the extent that any monies are deposited in the Collection Account to reimburse prior distributions in respect of a Parent Shortfall, such monies shall be paid to the Trustee on behalf of the Noteholders before making any other distributions pursuant to Section 3.7(a) to the extent that such monies otherwise would have been paid to such Noteholders on the prior respective Payment Date in accordance with this Section 3.7 in the absence of such Parent Shortfall.

Payment Date Second Step Withdrawals. (a) On Subject to Section 3.7(d), on each Payment Date, after the applicable transfers provided for in Section 3.06 3.6 have been made and after making the distributions, if any, pursuant to Section 3.07(b)made, the Trustee shall distribute (or instruct the Paying Agent to distribute) from the Collection Account the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid ranking prior thereto (“Prior Ranking Amounts”) have been paid in full. Except as provided in clause (iv) of the definition of Collections and in clause (c) of the definition of Available Collections Amount, the Available Collections Amount does not include the aggregate amount of funds on deposit in the Interest Reserve Account and the Capital Account, provided that, if there is a Shortfall, then the Trustee shall withdraw from the Interest Reserve Account the lesser of the Shortfall and the Interest Reserve Account Balance and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that, if the amount available in the Interest Reserve Account is less than the amount of such Shortfall, and there is a positive balance in the Capital Account, the Trustee shall withdraw from the Capital Account an amount equal to the lesser of the excess of the Shortfall over the amount, if any, withdrawn from the Interest Reserve Account and the balance in the Capital Account and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that the Trustee shall make such a withdrawal from the Capital Account in respect of not more than six (6) Payment Dates in total prior to the Final Maturity Date of the Notes and in respect of not more than any three consecutive Payment Dates. Except for such withdrawals, the amounts set forth below are to be paid out of the Available Collections Amount: (i) Firstfirst, to the Issuer for the payment of all Taxes owed by the Issuer, if any; (ii) second, to each Equityholder, the Tax Distribution; provided, however, that no such Tax Distribution shall be made if (x) an Event of Default has occurred and is continuing or (y) actual Net Sales of the Licensed Products in respect of such Payment Date are less than 66.7% of the amount set forth on Schedule A in respect of such Payment Date; (iii) third, to the payment of all Expenses to such Persons as shall be entitled to payment not previously paid or reimbursement thereof and reimbursed, in the amounts shown in all supporting documentation attached to the payment of any B&W Payment, if required pursuant to Section 3.08Calculation Date Information received by the Calculation Agent; (iiiv) Secondfourth, to the Trustee for distribution to the Noteholders of the Class A NoteholdersNotes, the ratable payment of the Interest Amount then due and payable on the Class A Notes, taking into account any adjustment to be made pursuant to Section 3.7(d) and any amounts to be paid pursuant to Section 3.8, in each case on such Payment Date; (iiiv) Third, on each March 30 Payment Datefifth, to the Trustee for distribution to the Noteholders of the Class A NoteholdersNotes, principal payments with respect to the Cash Sweep Outstanding Principal Amount and Balance on the Cash Sweep Premium, if anyClass A Notes (without Premium or penalty), allocated pro rata in proportion to the outstanding principal balance Outstanding Principal Balance of the such Class A Notes held by such Class Noteholders, until the Outstanding Principal Balance of the Class A Notes has been paid in full; (vi) sixth, after the Class A Notes have been paid in full; (iv) Fourth, on each Payment Date other than to the March 30 Payment Date Trustee for distribution to the Noteholders of the Subordinated Notes, if any, the principal amount of and the Final Maturity Date, Interest Amount on the Net Available Collections Amount shall be retained Subordinated Notes in the Collection Account, accordance with their terms until the Class A Subordinated Notes have been paid in full; (vvii) Fifthseventh, to after the payment of principal on the Class A Notes until the Class A Notes have been paid in full; (vi) Sixth, to the Class B Noteholders, if any, the Interest Amount on the Class B Notes; (vii) Seventh, to the Class B Noteholders, ratable payment of the principal amount of the Class B Notes all other obligations under this Indenture until the Class B Notes have been all such amounts are paid in full; and (viii) Eightheighth, after the Notes have been paid in full, to the Issuer, all remaining amounts. (b) To the extent the Issuer receives amounts from the Trustee from the Collection Account pursuant to Section 3.7(a)(viii), such amounts may be distributed by the Issuer to the Equityholders (or as otherwise directed by the Equityholders or any Person designated by the Equityholders to give such directions) in their sole discretion. The provisions contained in this Section 3.7(b) may not be amended, modified, waived or terminated (including pursuant to any termination of this Indenture) without the prior written consent of the Equityholders materially and adversely affected thereby, and the provisions contained in this Section 3.7(b) shall survive the termination of this Indenture. The parties hereto specifically agree that each Equityholder materially and adversely affected thereby (i) is and shall be an express third-party beneficiary of the provisions of this Section 3.7(b) and (ii) shall have the right to enforce any provision of this Section 3.7(b). (c) Notwithstanding anything herein to the contrary, so long as no Event of Default shall have occurred and be continuing, the Calculation Agent shall, on the 15th day of each calendar month (other than any month in which a Payment Date falls), reimburse and pay to the Issuer (or such other appropriate Person identified at the written instruction of the Issuer), from the Collection Account, an amount equal to the lesser of (i) all Expenses not previously paid or reimbursed and (ii) the balance of the Collection Account, in either case upon delivery to the Calculation Agent by the Issuer, not less than three Business Days prior to such 15th day, of supporting documentation therefor in writing. (d) Notwithstanding anything herein to the contrary, the priority of payments set forth in Section 3.7(a) shall be adjusted to give effect to (i) any inaccuracy set forth in any report of an accounting firm pursuant to Section 6.15(b), such that each Person shall be restored on the immediately succeeding Payment Date (or, if necessary, the immediately succeeding Payment Dates) to the cash flow position that such Person would have been in had the accurate amounts set forth in such report been paid in accordance with Section 3.7(a) on the relevant prior Payment Dates, and (ii) the amount by which any Audit Expenses exceed $50,000 per annum (to the extent that such excess amount is to be borne by the Noteholders in accordance with Section 6.15(b)), such that any payments to the Noteholders pursuant to Section 3.7(a) shall first be offset against the payment of such Audit Expenses; provided, that the Issuer (or the Servicer) shall notify the Trustee in writing of the occurrence of the events described in the proviso to Section 6.15 and an itemization of the impact on the cash flows pursuant to Section 3.7(a).

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the withdrawals and transfers provided for in Section 3.06 3.07 hereof have been made and after making the distributions, if any, pursuant to Section 3.07(b)made, the Trustee Cash Manager, on behalf of the Security Trustee, shall distribute the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid ranking prior thereto (“"Prior Ranking Amounts”) " have been paid in full. Except as provided in clause (iv) of the definition of Collections and in clause (c) of the definition All payments of Available Collections AmountAmount to be made to a Note Account for Holders of any subclass of Notes pursuant to this Section 3.08 shall be made through a direct transfer of funds to the applicable Note Account with respect to such subclass of Notes. To the extent that any amounts are retained in the Collection Account on any Payment Date pursuant to this Section 3.08(a), such amounts shall not be distributed thereafter on such Payment Date out of the Collection Account as Available Collections Amount does not include the aggregate amount of funds on deposit in the Interest Reserve Account and the Capital Account, provided that, if there is a Shortfall, then the Trustee shall withdraw from the Interest Reserve Account the lesser of the Shortfall and the Interest Reserve Account Balance and distribute it pursuant to any succeeding payment required to be made under this Section 3.08(a) other than pursuant to the Class A Noteholders in payment second paragraph of the Interest Amount, and provided further that, if the amount available in the Interest Reserve Account is less than the amount of such Shortfall, and there is a positive balance in the Capital Account, the Trustee shall withdraw from the Capital Account an amount equal to the lesser of the excess of the Shortfall over the amount, if any, withdrawn from the Interest Reserve Account and the balance in the Capital Account and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that the Trustee shall make such a withdrawal from the Capital Account in respect of not more than six (6Section 3.01(b) Payment Dates in total prior to the Final Maturity Date of the Notes and in respect of not more than any three consecutive Payment Dates. Except for such withdrawals, the amounts set forth below are to be paid out of the Available Collections Amount:hereof. (i) First, to the payment of Expenses to such Persons as shall be entitled to payment Expense Account or reimbursement thereof and directly to the payment of any B&W Paymentrelevant Expense payees in accordance with the Cash Management Agreement, if required pursuant an amount equal to Section 3.08the Required Expense Amount and then to the relevant Expense payees; (ii) Second, to in no order of priority inter se, but pro rata (A) among the Note Accounts for each subclass of AerCo Group Class A NoteholdersNotes, the Interest Amount on the such subclass of AerCo Group Class A NotesNotes in no order of priority inter se, but pro rata according to the amount of accrued and unpaid interest on such subclass of AerCo Group Class A Notes and (B) pro rata, to any Swap Provider, an amount equal to any Swap Payment due pursuant to any Swap Agreement (other than any Subordinated Swap Payments); (iii) Third, on each March 30 Payment Datefirst, to any Persons providing any Primary Eligible Credit Facilities, any amounts then payable to such Persons under the Class A Noteholdersterms of their respective Primary Eligible Credit Facilities and then, after giving effect to the Cash Sweep Principal Amount and transfers made in respect of all Prior Ranking Amounts, retain in the Cash Sweep PremiumCollection Account an amount, if anypositive, allocated pro rata in proportion equal to the outstanding principal balance of Minimum Liquidity Reserve Amount less the Class A Notes held by such Class Noteholders, until the Class A Notes have been paid in fullamounts available for drawing under any Primary Eligible Credit Facilities; (iv) Fourth, on to the Note Accounts for each Payment Date other than the March 30 Payment Date and the Final Maturity Datesubclass of AerCo Group Class A Notes, the Net Available Collections Amount shall be retained in the Collection Accountorder of priority by subclass set forth in Section 3.09 hereof, until an amount equal to the Minimum Principal Payment Amount of the AerCo Group Class A Notes have been paid in fullNotes; (v) Fifth, among the Note Accounts for each subclass of AerCo Group Class B Notes, the Interest Amount on such subclass of AerCo Group Class B Notes in no order of priority inter se, but pro rata according to the payment amount of principal accrued and unpaid interest on the such subclass of AerCo Group Class A Notes until the Class A Notes have been paid in fullB Notes; (vi) Sixth, to the Note Accounts for each subclass of AerCo Group Class B NoteholdersNotes, if anyin the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Interest Minimum Principal Payment Amount on of the AerCo Group Class B Notes; (vii) Seventh, among the Note Accounts for each subclass of AerCo Group Class C Notes, the Interest Amount on such subclass of AerCo Group Class C Notes in no order of priority inter se, but pro rata according to the Class B Noteholders, payment of the principal amount of the accrued and unpaid interest on such subclass of AerCo Group Class B Notes until the Class B Notes have been paid in full; andC Notes; (viii) Eighth, to the IssuerNote Accounts for each subclass of AerCo Group Class C Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Minimum Principal Payment Amount of the AerCo Group Class C Notes; (ix) Ninth, among the Note Accounts for each subclass of AerCo Group Class D Notes, the Interest Amount on such subclass of AerCo Group Class D Notes in no order of priority inter se, but pro rata according to the amount of accrued and unpaid interest on such subclass of AerCo Group Class D Notes; (x) Tenth, to the Note Accounts for each subclass of AerCo Group Class D Notes in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Minimum Principal Payment Amount of the AerCo Group Class D Notes; (xi) Eleventh, first, to any Persons providing any Credit Facilities that are not Primary Eligible Credit Facilities, any amounts then payable to such Persons under the terms of their respective Credit Facilities and then, after giving effect to the transfers made in respect of all Prior Ranking Amounts, retain in the Collection Account an amount equal to the difference, if positive, between the Liquidity Reserve Amount and the sum of (x) the amount of cash reserved under (iii) above and (y) the amount available for drawing under any Eligible Credit Facilities; (xii) Twelfth, to the Note Accounts for each subclass of AerCo Group Class A Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Scheduled Principal Payment Amount of the AerCo Group Class A Notes; (xiii) Thirteenth, to the Note Accounts for each subclass of AerCo Group Class B Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Scheduled Principal Payment Amount of the AerCo Group Class B Notes; (xiv) Fourteenth, to the Note Accounts for each subclass of AerCo Group Class C Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Scheduled Principal Payment Amount of the AerCo Group Class C Notes; (xv) Fifteenth, to the Note Accounts for each subclass of AerCo Group Class D Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Scheduled Principal Payment Amount of the AerCo Group Class D Notes; (xvi) Sixteenth, to the Permitted Accruals balance in the Expense Account, an amount equal to Permitted Accruals in respect of Modification Payments (or any part thereof); (xvii) Seventeenth, among the Note Accounts for each subclass of AerCo Group Notes entitled thereto, an amount equal to all accrued and unpaid Step-Up Interest, if any, in no order of priority inter se, but pro rata according to the amount of such accrued and unpaid Step-Up Interest; (xviii) Eighteenth, to the Note Accounts for each subclass of AerCo Group Class A Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Supplemental Principal Payment Amount of the AerCo Group Class A Notes; (xix) Nineteenth, among the Note Accounts for each subclass of AerCo Group Class E Notes, the Class E Note Primary Interest Amount for the current Interest Accrual Period, in no order of priority inter se, but pro rata according to the amount due on each subclass of AerCo Group Class E Notes; (xx) Twentieth, to the Note Accounts for each subclass of AerCo Group Class B Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Supplemental Principal Payment Amount of the AerCo Group Class B Notes; (xxi) Twenty-first, to the Note Accounts for each subclass of AerCo Group Class A Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Redemption Price of the Outstanding Principal Balance of each such subclass; (xxii) Twenty-second, to the Note Accounts for each subclass of AerCo Group Class B Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Redemption Price of the Outstanding Principal Balance of each such subclass; (xxiii) Twenty-third, to the Note Accounts for each subclass of AerCo Group Class C Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Redemption Price of the Outstanding Principal Balance of each such subclass; (xxiv) Twenty-fourth, to the Note Accounts for each subclass of AerCo Group Class D Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Redemption Price of the Outstanding Principal Balance of each such subclass; (xxv) Twenty-fifth, in no order of priority inter se, but pro rata, to the Swap Providers, an amount equal to any amounts then payable under the relevant Swap Agreements which are subordinated in accordance with the terms thereof ("Subordinated Swap Payments"); (xxvi) Twenty-sixth, in no order of priority inter se, but pro rata, to investors or other persons in respect of obligations incurred in connection with Permitted Tax-Related Dispositions, if any, which are subordinated in accordance with the terms of the relevant Permitted Tax-Related Disposition ("Subordinated Tax-Related Disposition Payments") an amount equal to the amount of such Subordinated Tax-Related Disposition Payments then payable; (xxvii) Twenty-seventh, to the Note Accounts for each subclass of AerCo Group Class E Notes, the Class E Note Accrued Interest Amount and an amount equal to the cash portion of the Liquidity Reserve Amount then on deposit in the Collection Account, in no order of priority inter se, but pro rata according to the amount due on each subclass of AerCo Group Class E Notes; (xxviii) Twenty-eighth, to the Note Account for each subclass of AerCo Group Class E Notes, in the order of priority by subclass set forth in Section 3.09 hereof, an amount equal to the Redemption Price of the Outstanding Principal Balance of each such subclass; and (xxix) Twenty-ninth, to the Charitable Trustee for the Charitable Trust, all remaining amounts. (b) Anything to the contrary contained in Section 3.08(a) hereof notwithstanding, following delivery to the Issuer, any Guarantor or the Cash Manager of a Default Notice or during the continuance of an Acceleration Default, the allocation of payments described in such Section 3.08(a) shall not apply and all amounts on deposit in the Collection Account and the Expense Account shall be applied by the Cash Manager in the following order of priority: (i) First, to the Expense Account for distribution by the Cash Manager or, in accordance with the Cash Management Agreement, directly to the relevant Expense payees, an amount equal to the Required Expense Amount and then to the relevant Expense payees; (ii) Second, in no order of priority inter se, but pro rata to the providers of any Primary Eligible Credit Facilities, such amounts as are required to make any payments due to such providers pursuant to the terms of their respective Primary Eligible Credit Facilities; (iii) Third, in no order of priority inter se, but pro rata in respect of amounts outstanding or payable on such date, (A) pro rata among the Note Accounts for each subclass of AerCo Group Class A Notes, all accrued and unpaid interest (including any Step-Up Interest) on, and the Outstanding Principal Balance of such subclass of AerCo Group Class A Notes and (B) pro rata to any Swap Provider, such amounts as are required to pay any Swap Payments (other than Subordinated Swap Payments) due pursuant to any Swap Agreement; (iv) Fourth, in no order of priority inter se, but pro rata in respect of amounts outstanding or payable on such date, pro rata among the Note Accounts for each subclass of AerCo Group Class B Notes, all accrued and unpaid interest (including any Step-Up Interest) on, and the Outstanding Principal Balance of such subclass of AerCo Group Class B Notes; (v) Fifth, in no order of priority inter se, but pro rata in respect of amounts outstanding or payable on such date, pro rata among the Note Accounts for each subclass of AerCo Group Class C Notes, all accrued and unpaid interest (including any Step-Up Interest) on, and the Outstanding Principal Balance of such subclass of AerCo Group Class C Notes; (vi) Sixth, in no order of priority inter se, but pro rata in respect of amounts outstanding or payable on such date, pro rata among the Note Accounts for each subclass of AerCo Group Class D Notes, all accrued and unpaid interest (including any Step-Up Interest) on, and the Outstanding Principal Balance of such subclass of AerCo Group Class D Notes; (vii) Seventh, in no order of priority inter se, but pro rata to the providers of Credit Facilities other than Primary Eligible Credit Facilities, such amounts as are required to make payments due to such providers pursuant to the terms of their respective Credit Facilities; (viii) Eighth, in no order of priority inter se, but pro rata, to any Swap Provider, such amounts as are required to make any Subordinated Swap Payments due pursuant to any Swap Agreement; (ix) Ninth, in no order of priority inter se, but pro rata, to any investor or other person in respect of obligations incurred in connection with any Permitted Tax- Related Disposition, such amounts as are required to make any Subordinated Tax-Related Disposition Payments; (x) Tenth, in no order of priority inter se, but pro rata in respect of amounts outstanding or payable on such date, pro rata among the Note Accounts for each subclass of AerCo Group Class E Notes, all accrued and unpaid interest on, and the Outstanding Principal Balance of such subclass of AerCo Group Class E Notes; and (xi) Eleventh, to the Charitable Trustee for the Charitable Trust, all remaining amounts.

Payment Date Second Step Withdrawals. (a) On each Payment Date, after the applicable transfers provided for in Section 3.06 3.6 have been made and after the making the distributions, if any, of any Parent Shortfall Payment pursuant to Section 3.07(b)3.9, the Trustee shall distribute from the Collection Account the amounts set forth below in the order of priority set forth below but, in each case, only to the extent that all amounts then required to be paid ranking prior thereto (“Prior Ranking Amounts”) have been paid in full. Except as provided in clause (iv) of the definition of Collections and in clause (c) of the definition of Available Collections Amount, the Available Collections Amount does not include the aggregate amount of funds on deposit in the Interest Reserve Account and the Capital Account, provided that, if there is a Shortfall, then the Trustee shall withdraw from the Interest Reserve Account the lesser of the Shortfall and the Interest Reserve Account Balance and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that, if the amount available in the Interest Reserve Account is less than the amount of such Shortfall, and there is a positive balance in the Capital Account, the Trustee shall withdraw from the Capital Account an amount equal to the lesser of the excess of the Shortfall over the amount, if any, withdrawn from the Interest Reserve Account and the balance in the Capital Account and distribute it to the Class A Noteholders in payment of the Interest Amount, and provided further that the Trustee shall make such a withdrawal from the Capital Account in respect of not more than six (6) Payment Dates in total prior to the Final Maturity Date of the Notes and in respect of not more than any three consecutive Payment Dates. Except for such withdrawals, the amounts set forth below are to be paid out of the Available Collections Amount: (i) Firstfirst, to the payment of all Expenses to due and payable on such Persons as shall be entitled to payment or reimbursement thereof and Payment Date in the amounts shown on all invoices attached to the Servicer Information received by the Trustee for the reimbursement or payment of any B&W Payment, if required pursuant to Section 3.08Expenses not previously paid or reimbursed; (ii) Secondsecond, to the payment of the Servicing Fee for such Payment Date and any unpaid Servicing Fee in respect of prior Payment Dates; (iii) third, to the Trustee for distribution to the Noteholders of the Class A Noteholders, Notes to the ratable payment of the Interest Amount then due and payable on the Class A Notes, taking into account any amounts paid pursuant to Section 3.8 on such Payment Date; (iiiiv) Third, on each March 30 Payment Datefourth, to the Trustee for distribution to the Noteholders of the Class A NoteholdersNotes, principal payments on the Cash Sweep Principal Amount and the Cash Sweep Premium, if anyClass A Notes (without premium or penalty), allocated pro rata in proportion to the outstanding principal balance Outstanding Principal Balance of the such Class A Notes held by such Class Noteholders, until the Outstanding Principal Balance of such Class A Notes has been paid in full; (v) fifth, after the Class A Notes have been paid in full; (iv) Fourth, on each Payment Date other than the March 30 Payment Date and the Final Maturity Date, the Net Available Collections Amount shall be retained in the Collection Account, until the Class A Notes have been paid in full; (v) Fifth, to the payment Trustee for distribution to the Noteholders of principal on the Class A Notes until the Class A Notes have been paid in full; (vi) Sixth, to the Class B NoteholdersNotes, if any, the Interest Amount on the Class B NotesNotes in accordance with their terms; (viivi) Seventhsixth, after the Class A Notes have been paid in full, to the Trustee for distribution to the Noteholders of the Class B NoteholdersNotes, if any, payment of the principal amount of the Class B Notes in accordance with their terms until the Class B Notes have been paid in full; (vii) seventh, after the Notes have been paid in full, to the ratable payment of all other obligations under this Indenture until all such amounts are paid in full; and (viii) Eightheighth, after the Notes have been paid in full, to the Issuer, all remaining amounts. (b) To the extent the Issuer receives amounts from the Trustee from the Collection Account pursuant to Section 3.7(a)(viii), such amounts may be distributed by the Issuer to the Parent (or as otherwise directed by the Parent or any Person designated by the Parent to give such directions) in its sole discretion. (c) To the extent that any monies are deposited in the Collection Account to reimburse prior distributions in respect of a Parent Shortfall, such monies shall be paid to the Trustee on behalf of the Noteholders before making any other distributions pursuant to Section 3.7(a) to the extent that such monies otherwise would have been paid to such Noteholders on the prior respective Payment Date in accordance with this Section 3.7 in the absence of such Parent Shortfall.