Common use of Payments After Event of Default Clause in Contracts

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WTNA for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WTNA or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC WTNA or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WTNA and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC WTNA or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series AA Equipment Notes then due, shall be distributed to the Note Holders of Series AAA and Related Note Holders of the Related Series AA 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, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A AA Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series AA Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A AA Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of the Related Series AA Equipment Notes then due;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Indenture Trustee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee Indenture Trustee to withhold taxes pursuant to Section 2.04(b2.03(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee Indenture Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the MortgageeIndenture Trustee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeIndenture Trustee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the MortgageeIndenture Trustee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to the Note Holders of Series AA and Related Note Holders of the Related Series A 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, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of the Related Series A Equipment Notes then due;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.4, all payments received and amounts held or realized by the Mortgagee Security Agent (including any amounts realized by the Mortgagee Security Agent from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof5) after if an Event of Default shall have occurred and be continuing exists and after the declaration acceleration specified in Section 4.04(b) hereof5.2(b), as well as all payments or amounts then held by the Mortgagee Security Agent as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Security Agent in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Security Agent for any tax (except to the extent resulting from a failure of the Mortgagee Security Agent to withhold taxes pursuant to Section 2.04(b2.3(b) hereofunless such failure of Security Agent to withhold is as a result of or caused by any breach by Borrower of its obligations, representations or covenants under any of the Operative Agreements), expense expense, or other loss (including, without limitation, including all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products products, and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof5.3(b)) incurred by the Mortgagee or WTC Security Agent (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Security Agent or the Note Holders Lenders in the protection, exercise exercise, or enforcement of any right, power power, or remedy or any damages sustained by the Mortgagee, WTC Security Agent or any Note HolderLender, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Security Agent as between itself, WTC itself and the Note Holders in reimbursement of Lenders to reimburse (x) such expenses and (y) any other expenses for which the Mortgagee, WTC Security Agent or the Note Holders Lenders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case if the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)all amounts described above, 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratablySECOND, 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 Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A the Equipment Notes, and the accrued but unpaid interest interest, any Breakage Amount and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and on all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series ALenders, and in case if the aggregate amount so to be distributed shall be is insufficient to pay in full as aforesaidfull, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution date, bears to (y) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date distribution date; THIRD, subject to Section 7.5 of distribution;the Loan Agreement, so much of such payments or amounts remaining as is required to pay in full all other Secured Obligations, whether or not then due (by reason of acceleration or otherwise), in the following order: (1) unpaid principal amount of, and all accrued and unpaid interest on, all Related Notes issued under the Related Loan Agreements and all other Related Obligations thereto, pro rata as to amounts outstanding; (2) unpaid principal amount of, and all accrued and unpaid interest on, all PDP Notes and all other Related Obligations thereto, pro rata as to amounts outstanding; and (3) any other Secured Obligations on a pro rata basis; and FOURTH, the balance, if any, of such payments or amounts remaining thereafter shall be distributed as required by any provision of Law, and the balance, if any, to or as directed by Borrower.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay any and all amounts payable to WTC or the other Indenture Indemnitees Mortgagee hereunder and under any and all amounts payable pursuant to the Participation Agreement third paragraph of Section 2.02 (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,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 such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, 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 Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseLease (other than amounts specified in clauses Second and Third below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,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 such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, 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 Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except U.S. Bank, to the extent resulting from a failure of Loan Trustee or U.S. Bank is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC U.S. Bank or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC U.S. Bank and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series A Equipment 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 to the date of distribution, shall be distributed to Noteholders of Series A 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 (x) the aggregate unpaid principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series A Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes of a specified Series, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes of such Series to the date of distribution, shall be distributed to Noteholders of Additional Series Equipment Notes of such Series, 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (vi) after giving effect to paragraph (v) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series AA Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series AA Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series AA Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series AA Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to paragraph (vi) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (viii) after giving effect to paragraph (vii) above (and except as otherwise provided in amendments to the applicable Related Indentures pursuant to paragraph (xiii) or (xiv) of Section 9.01 thereof), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Additional Series Equipment Notes of a specified Series, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Additional Series Equipment Notes of such Series are outstanding, 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 (x) the amount of such payment or payments then due under all Related Additional Series Equipment Notes of such Series issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Additional Series Equipment Notes of such Series issued under all Defaulted Operative Indentures, provided that this paragraph (viii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; and (ix) after giving effect to paragraph (viii) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, 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 Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Lease excluding those amounts described in clauses Second and Third below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, 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 Original Principal Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and (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 C Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, 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 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 to the date of distribution; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except U.S. Bank, to the extent resulting from a failure of Loan Trustee or U.S. Bank is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC U.S. Bank or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC U.S. Bank and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series A Equipment 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 to the date of distribution, shall be distributed to Noteholders of Series A 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 (x) the aggregate unpaid principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series A Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes of a specified Series, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes of such Series to the date of distribution, shall be distributed to Noteholders of Additional Series Equipment Notes of such Series, 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof), as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof)) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement excluding those amounts described in clauses "Second" and the Lease; "Third" below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof5.03; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, 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 Original Principal Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and (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 C Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, 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 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 to the date of distribution; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Owner or as Owner may direct free and clear of the Lien of this Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate 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 Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesSecured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series A, 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 Original Principal Amount of all Series A Equipment Notes Secured Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes Secured Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Lease excluding those amounts described in clauses Second and Third below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Principal Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) 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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series B, 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 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 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 in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, 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 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 to the date of distribution; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b4.02(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b4.03(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate 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 Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesG Secured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) G Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series AG, 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 Original Principal Amount of all Series A Equipment Notes G Secured Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes G Secured Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of Loan Trustee or WTC is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series A Equipment 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 to the date of distribution, shall be distributed to Noteholders of Series A 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 (x) the aggregate unpaid principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series A Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes of a specified Series, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes of such Series to the date of distribution, shall be distributed to Noteholders of Additional Series Equipment Notes of such Series, 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (vi) after giving effect to paragraph (v) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series AA Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series AA Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series AA Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series AA Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to paragraph (vi) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (viii) after giving effect to paragraph (vii) above (and except as otherwise provided in amendments to the applicable Related Indentures pursuant to paragraph (xiii) or (xiv) of Section 9.01 thereof), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Additional Series Equipment Notes of a specified Series, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Additional Series Equipment Notes of such Series are outstanding, 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 (x) the amount of such payment or payments then due under all Related Additional Series Equipment Notes of such Series issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Additional Series Equipment Notes of such Series issued under all Defaulted Operative Indentures, provided that this paragraph (viii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; and (ix) after giving effect to paragraph (viii) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (ii) after giving effect to subclause (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 A Equipment Notes, and the accrued but unpaid interest and other than Make-Whole Amountamounts due thereon and all other Secured Obligations in respect of the Series A Equipment Notes to the date of distribution, shall be distributed to the Noteholders of Series A 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 (x) the aggregate unpaid principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series A Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be is required to (i) to reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of Loan Trustee is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second", "third" and "fourth" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A G Equipment Notes, Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) thereon, Break Amount, if any, with respect to the Series G Equipment Notes and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, distribution shall be distributed to the Note Holders Noteholders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then G Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A G Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series G Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (ii) after giving effect to subclause (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series C Equipment Notes and the accrued but unpaid interest thereon, Break Amount, if any, with respect to the Series C Equipment Notes and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution shall be distributed to Noteholders of Series C Equipment Notes 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 Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series C Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (iii) after giving effect to subclause (ii) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series D Equipment Notes and the accrued but unpaid interest thereon, Break Amount, if any, with respect to the Series D Equipment Notes and all other Secured Obligations in respect of the Series D Equipment Notes to the date of distribution shall be distributed to Noteholders of Series D Equipment Notes, ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series D Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series D Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; FOURTH, (i) so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Related Series G Core Equipment Notes and the accrued but unpaid interest thereon, Break Amount, if any, with respect to such Related Series G Core Equipment Notes and all other Related Secured Obligations in respect of the Related Series G Core Equipment Notes to the date of distribution shall be distributed to Related Loan Trustees for further distribution to Related Noteholders of Related Series G Core Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Related Series G Core Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to the aggregate unpaid Original Amount principal amount of all Related Series A G Core Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; (ii) after giving effect to subclause (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all remaining Related Series G Non-Core Equipment Notes and the accrued but unpaid interest thereon, Break Amount, if any, with respect to the Related Series G Non-Core Equipment Notes and all other Related Secured Obligations in respect of the Related Series G Non-Core Equipment Notes to the date of distribution shall be distributed to Related Loan Trustees for further distribution to Related Noteholders of Related Series G Non-Core Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Related Series G Non-Core Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Related Series G Non-Core Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (ii) above, so much of such payments or amounts remaining as is required to pay in full all Related Secured Obligations in respect of Related Series C Equipment Notes issued under any Related Indenture then due shall be distributed to Related Loan Trustees for further distribution to Related Noteholders of Related Series C Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid amount of all Related Secured Obligations in respect of such Related Series C Equipment Notes then due held by such holder bears to the aggregate unpaid amount of all other Related Secured Obligations in respect of such Related Series C Equipment Notes then due; and (iv) after giving effect to subclause (iii) above, so much of such payments or amounts remaining as is required to pay in full all Related Secured Obligations in respect of Related Series D Equipment Notes issued under any Related Indenture then due shall be distributed to Related Loan Trustees for further distribution to Related Noteholders of Related Series D Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid amount of all Related Secured Obligations in respect of such Related Series D Equipment Notes then due held by such holder bears to the aggregate unpaid amount of all other Related Secured Obligations in respect of such Related Series D Equipment Notes then due; and FIFTH, the balance, if any, of such payments or amounts shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration or other acceleration of the Equipment Notes specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseLease (other than amounts specified in clauses Second and Third below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,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 such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(i) THIRD, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AHolders, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and FOURTH, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to subclause (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 A Equipment 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 to the date of distribution, shall be distributed to the Noteholders of Series A 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 (x) the aggregate unpaid principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series A Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (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 B Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iv) after giving effect to subclause (iii) above (if any Additional Series Equipment Notes of a specified series shall have been issued hereunder and except as this subclause (iv) may be modified pursuant to clause (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of Additional Series Equipment Notes in one or more series), so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes of such series, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of such Additional Series Equipment Notes to the date of distribution, shall be distributed to the Noteholders of Additional Series Equipment Notes of such series, 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such series held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such series held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (v) after giving effect to subclause (iv) above, so much of such payments or amounts remaining as shall be required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (vi) after giving effect to subclause (v) above, so much of such payments or amounts remaining as shall be required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (vii) after giving effect to subclause (vi) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series AA Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series AA Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series AA Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series AA Equipment Notes issued under all Defaulted Operative Indentures; (viii) after giving effect to subclause (vii) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (ix) after giving effect to subclause (viii) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (x) after giving effect to subclause (ix) above (if any Related Additional Series Equipment Notes of a specified series shall have been issued under any Related Indenture and except as this subclause (x) may be modified pursuant to clause (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of Related Additional Series Equipment Notes in one or more series), so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Additional Series Equipment Notes of such series, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Additional Series Equipment Notes of such series are outstanding, 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 (x) the amount of such payment or payments then due under all Related Additional Series Equipment Notes of such series issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Additional Series Equipment Notes of such series issued under all Defaulted Operative Indentures; and (xi) after giving effect to subclause (x) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by the Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof‎Section 3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof‎IV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofEquipment Notes shall have become due and payable pursuant to ‎Section 4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of Loan Trustee or WTC is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b‎Section 4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section ‎Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof‎Section 5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of ‎Section 9.01), so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes of a specified Series, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes of such Series to the date of distribution, shall be distributed to Noteholders of Additional Series Equipment Notes of such Series, 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution, provided that this paragraph (ii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; (iii) after giving effect to paragraph (ii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of ‎Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of ‎Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series AA Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series AA Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series AA Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series AA Equipment Notes issued under all Defaulted Operative Indentures; (vi) after giving effect to paragraph (v) above (and except as otherwise provided in amendments to the applicable Related Indentures pursuant to paragraph (xiii) or (xiv) of ‎Section 9.01 thereof), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Additional Series Equipment Notes of a specified Series, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Additional Series Equipment Notes of such Series are outstanding, 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 (x) the amount of such payment or payments then due under all Related Additional Series Equipment Notes of such Series issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Additional Series Equipment Notes of such Series issued under all Defaulted Operative Indentures, provided that this paragraph (vi) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; and (vii) after giving effect to paragraph (vi) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of ‎Section 3.07 (and invested as provided in ‎Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this ‎Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.4, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof5) after if an Event of Default shall have occurred and be continuing exists and after the declaration acceleration specified in Section 4.04(b) hereof5.2(b), as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WFB for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof2.3(b)), expense expense, or other loss (including, without limitation, including all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products products, and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof5.3(b)) incurred by the Mortgagee or WTC WFB (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WFB, Agent or the Note Holders Lenders in the protection, exercise exercise, or enforcement of any right, power power, or remedy or any damages sustained by the Mortgagee, WTC WFB, Agent or any Note HolderLender, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WFB, Agent and the Note Holders in reimbursement of Lenders to reimburse such expenses and any other expenses for which the Mortgagee, WTC WFB, Agent or the Note Holders Lenders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case if the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)all amounts described above, 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratablySECOND, 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 Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A the Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole and any LIBOR Breakage Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series ALenders, and in case if the aggregate amount so to be distributed shall be is insufficient to pay in full as aforesaidfull, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution date, bears to (y) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date distribution date; THIRD, subject to Section 7.5 of distribution;the Loan Agreement, so much of such payments or amounts remaining as is required to pay in full the amounts specified in clauses FIRST and SECOND of Section 3.3 of each Related Mortgage, pro rata as to amounts outstanding, but with priority of such clause FIRST amounts over such clause SECOND amounts; and FOURTH, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Borrower.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except U.S. Bank, to the extent resulting from a failure of Loan Trustee or U.S. Bank is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC U.S. Bank or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC U.S. Bank and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above (if any Series B Equipment Notes shall have been issued hereunder and except as this paragraph (ii) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of such Series B Equipment Notes), so much of such payments or amounts remaining as is 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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to paragraph (ii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (vi) after giving effect to paragraph (v) above (if any Related Series B Equipment Notes shall have been issued under any Related Indenture and except as this paragraph (vi) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of such Series B Equipment Notes), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to paragraph (vi) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except U.S. Bank, to the extent resulting from a failure of Loan Trustee or U.S. Bank is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC U.S. Bank or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC U.S. Bank and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above (except as this paragraph (ii) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the successive redemption of Series B Equipment Notes and issuance from time to time of new Series B Equipment Notes), so much of such payments or amounts remaining as is 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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to paragraph (ii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (vi) after giving effect to paragraph (v) above (except as this paragraph (vi) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the successive redemption of Series B Equipment Notes and issuance from time to time of new Series B Equipment Notes), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to paragraph (vi) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of Loan Trustee or WTC is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above (if any Series B Equipment Notes shall have been issued hereunder), so much of such payments or amounts remaining as is 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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xiii) or (xiv) of Section 9.01), so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes of a specified Series, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes of such Series to the date of distribution, shall be distributed to Noteholders of Additional Series Equipment Notes of such Series, 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution, provided that this paragraph (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (vi) after giving effect to paragraph (v) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to paragraph (vi) above (if any Series B Equipment Notes shall have been issued hereunder), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (viii) after giving effect to paragraph (vii) above (and except as otherwise provided in amendments to the applicable Related Indentures pursuant to paragraph (xiii) or (xiv) of Section 9.01 thereof), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Additional Series Equipment Notes of a specified Series, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Additional Series Equipment Notes of such Series are outstanding, 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 (x) the amount of such payment or payments then due under all Related Additional Series Equipment Notes of such Series issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Additional Series Equipment Notes of such Series issued under all Defaulted Operative Indentures, provided that this paragraph (viii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; and (ix) after giving effect to paragraph (viii) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,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 such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate 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 Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesG Secured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) G Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series AG, 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 Original Principal Amount of all Series A Equipment Notes G Secured Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes G Secured Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Lease excluding those amounts described in clauses Second and Third below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, 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 Original Principal Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and (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 C Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, 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 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 to the date of distribution; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Trust Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all (1) All payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the a Lease or Article IV III hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by in the Mortgagee Collection Account as part of the Trust Indenture EstateCollateral, shall (subject to the terms of any Lease restricting use of any such Collateral) be promptly distributed by the Mortgagee in the following order of priority: First,1, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax Taxes (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereofexcluding any Excluded Taxes), expense 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 (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereofCollateral) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Mortgagee or advances made by the Note Holders Loan Participants to the Mortgagee in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC itself and the Note Holders Loan Participants in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are Mortgagee is entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseBasic Document; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)2, 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notesthe Loans outstanding under the Credit Agreement, and the accrued but unpaid interest and other amounts due thereon thereon, the accrued but unpaid Mismatch Interest Amount thereon, the aggregate Breakage Loss, if any, Prepayment Fee (other than Make-Whole Amount which shall not be due and payableif applicable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution; and 3, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to or at the Note Holders direction of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;Mortgagor.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all All payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 Trustee as part of the Lease or Article IV hereof) after Trust Estate at any time when an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) maturity of the Certificates shall have been accelerated pursuant to SECTION 6.1 hereof, ; as well as all payments or amounts then held or thereafter received by the Mortgagee Trustee as part of the Trust Indenture Estate, shall be promptly distributed forthwith upon receipt by the Mortgagee Trustee in the following order of priority: First,FIRST: (i) so much of such payments or amounts as shall be required to (i) reimburse first the Mortgagee or WTC Trustee and then any Holder for any tax (except other than any income tax payable on Yield or paid pursuant to the extent resulting from a failure Certificate and on fees and other compensation of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereofTrustee), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (amount owed to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy Trustee or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses Holder in (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 payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made or deposits pursuant to Section 5.03 hereof SECTION 7.3 (to the extent not previously reimbursedreimbursed and to the extent not constituting an indemnity paid or payable for an act constituting gross negligence or wilful misconduct) shall be distributed to such the then existing or prior Note Holders Holders, ratably, without priority of one over the other, in accordance with the amount of the payment payments or payments deposits made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereofsuch SECTION 7.3; Third,(iand (ii) so much of such payments or amounts remaining as shall be required to pay the then existing or prior Holders the amounts payable to them pursuant to the provisions of SECTION 7.1, Article VIII, and SECTION 9.6 of the Participation Agreement and the amounts of all other unpaid Obligations then due and payable to them (other than Obligations covered by CLAUSE THIRD of this SECTION 5.2) shall be distributed to each Holder entitled (including its predecessor holders thereof) thereto; and in case the aggregate amount so to be paid in accordance with CLAUSES (i) and (ii) above shall be insufficient to pay all such amounts as aforesaid, then, ratably, without priority of one such Person over the other, in the proportion that the amount which would have been distributed to each such Person pursuant to this CLAUSE SECOND but for such insufficiency bears to the aggregate amount which would have been distributed to all such Persons pursuant to this CLAUSE SECOND but for such insufficiency; and THIRD, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notesinvestment amount of, if any, due and payable on, and the all accrued but unpaid Yield (including, to the extent permitted by applicable law, interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payableon Yield) and on, all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, Certificates shall be distributed to the Note Holders of Series AHolders, and in case the aggregate amount so to be distributed shall be insufficient to pay such unpaid investment, and Yield in full as aforesaid, then then, ratably, without priority of one over the other, in the proportion proportions that the aggregate unpaid Original Amount of investment amount of, if any, due and payable on, and all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) Yield to the date of distributiondistribution on, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes Certificates held by all each such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;Holder bears

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except U.S. Bank, to the extent resulting from a failure of Loan Trustee or U.S. Bank is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC U.S. Bank or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC U.S. Bank and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations (excluding any Related Secured Obligations) payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above (if any Series B Equipment Notes shall have been issued hereunder and except as this paragraph (ii) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of such Series B Equipment Notes), so much of such payments or amounts remaining as is 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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to paragraph (ii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (vi) after giving effect to paragraph (v) above (if any Related Series B Equipment Notes shall have been issued under any Related Indenture and except as this paragraph (vi) may be modified pursuant to paragraph (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of such Series B Equipment Notes), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to paragraph (vi) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (other than any Unindemnified Tax and except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b2.03(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(i) Third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the all Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of the Series AA Equipment Notes, and in case the aggregate amount to be so 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 amounts on all Series A Equipment Notes held by each Note Holder to the date of distribution, bears to the aggregate unpaid amounts on all Series A Equipment Notes held by all such Note Holders to the date of distribution; Fourth, so much of such payments or amounts remaining as shall be required to pay in full all Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to Related Note Holders of the Related Series A 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 all Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder bears to all Related Secured Obligations in respect of the Related Series A Equipment Notes then due; Fifth, except as otherwise provided in an amendment to this Trust Indenture pursuant to Section 10.01(b) hereof, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Additional Series Equipment Notes, the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes to the date of distribution, shall be distributed to the Note Holders of the Additional Series, 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 Original Amount of all Additional Series A Equipment Notes held by each holder Note Holder plus the accrued but unpaid interest and all other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) with respect to such Additional Series Equipment Note to the date of distribution, bears to the aggregate unpaid Original Amount of all Additional Series A Equipment Notes held by all such holders Note Holders plus the accrued but unpaid interest and all other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; Sixth, except as otherwise provided in an amendment to this Trust Indenture pursuant to Section 10.01(b) hereof, so much of such payments or amounts remaining as shall be required to pay in all Related Secured Obligations in respect of the Related Additional Series Equipment Notes then due, shall be distributed to the Related Note Holders of the Related Additional Series 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 all Related Secured Obligations then due in respect of Related Additional Series Equipment Notes held by such holder bears to all Related Secured Obligations in respect of Related Additional Series Equipment Notes then due; Seventh, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Cash Equivalents shall be held by the Mortgagee in an Eligible Account in accordance with the provisions of Section 3.08 (and invested as provided in Section 6.06 hereof) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of clause “Fourth” or “Sixth”, as applicable, as and to the extent any Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause Eighth of this Section 3.03; and Eighth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to subclause (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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (ii) above (if any Additional Series Equipment Notes shall have been issued hereunder and except as this subclause (iii) may be modified pursuant to clause (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of Additional Series Equipment Notes), so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes to the date of distribution, shall be distributed to the Noteholders of Additional Series 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iv) after giving effect to subclause (iii) above, so much of such payments or amounts remaining as shall be required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to subclause (iv) above, so much of such payments or amounts remaining as shall be required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (vi) after giving effect to subclause (v) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to subclause (vi) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (viii) after giving effect to subclause (vii) above (if any Related Additional Series Equipment Notes shall have been issued under any Related Indenture and except as this subclause (viii) may be modified pursuant to clause (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of Related Additional Series Equipment Notes), so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Additional Series Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Additional Series Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Additional Series Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Additional Series Equipment Notes issued under all Defaulted Operative Indentures; and (ix) after giving effect to subclause (viii) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b4.02(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b4.03(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate 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 Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesSecured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series A, 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 Original Principal Amount of all Series A Equipment Notes Secured Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes Secured Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement excluding those amounts described in clauses "Second" and the Lease; "Third" below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iand Third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Principal Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) 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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series B, 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 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 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 in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, 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 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 to the date of distribution. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Upon the occurrence and during the continuation of an Event of Default, if requested by Requisite Lenders, or upon acceleration of the Obligations pursuant to Section 3.04 hereof7, all payments received and amounts held or realized by the Mortgagee (including any amounts realized Administrative Agent, whether from the Borrower or otherwise shall be applied in full or in part by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified Administrative Agent, in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee each case in the following order of priority: First,so much of such payments or amounts as shall be required to : (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure payment of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense all costs and expenses of collection or other loss (including, without limitationrealization, all amounts to be expended at the expense ofother expenses, liabilities and advances made or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (to including the extent not previously reimbursedfees described in subsection 2.3B), the expenses of reimbursement and indemnification under any sale, or other proceeding, reasonable attorneys’ fees Loan Document and expenses, court costs, and any other expenditures incurred or expenditures or all advances made by the MortgageeAdministrative Agent thereunder for the account of the Borrower, WTC and to the payment of all costs and expenses paid or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained incurred by the MortgageeAdministrative Agent in connection with the Loan Documents, WTC or any Note Holderall in accordance with subsections 8.4, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC 9.2 and 9.3 and the Note Holders in reimbursement other terms of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative this Agreement and the Loan Documents; (ii) all amounts to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the other Indenture Indemnitees hereunder and under Swing Line Lenders in their respective capacities as such (ratably between the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, Swing Line Lenders in proportion to the respective amounts owed each hereunder; Second,so much described in this clause (ii) payable to them); (iii) to payment 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 such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount that portion of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment NotesObligations constituting fees, and the accrued but unpaid interest indemnities and other amounts due thereon (other than Make-Whole Amount which shall not be due principal and payableinterest) and all other Secured Obligations payable to the Lenders under the Loan Documents, including attorney fees (ratably among the Lenders in respect proportion to the respective amounts described in this clause (iii) payable to them); (iv) to payment of that portion of the Series A Equipment Notes Obligations constituting accrued and unpaid interest on the Loans (other than Make-Whole Amountratably among the Lenders in proportion to the respective amounts described in this clause (iv) payable to them); (v) to payment of that portion of the date Obligations constituting unpaid principal of distribution, shall be distributed the Loans (ratably among the Lenders in proportion to the Note Holders of Series A, and respective amounts described 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 Original Amount of all Series A Equipment Notes this clause (v) held by each holder plus them); and (vi) the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amountbalance, if any) , after all of the Obligations have been indefeasibly paid in full, to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held Borrower or as otherwise required by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;applicable law.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) Indenture Trustee after an Event of Default shall have occurred and be continuing and after the declaration specified in Indenture Trustee has declared the Equipment Notes to be accelerated pursuant to Section 4.04(b5.02 (or the Equipment Notes shall have otherwise become immediately due and payable as provided therein) hereofor has elected to foreclose or otherwise exercise any remedies under this Indenture (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article V), as well as all payments or amounts then held or thereafter received by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateEstate while such Event of Default shall be continuing, shall be promptly distributed forthwith by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax fees which are due and payable for its services under this Indenture and any tax, expense (except including reasonable attorney’s fees) or other loss incurred by the Indenture Trustee (to the extent resulting from a failure reimbursable and not previously reimbursed and to the extent incurred in connection with its duties as Indenture Trustee) shall be distributed to the Indenture Trustee; Second, so much of such payments or amounts as shall be required to reimburse the holders of the Mortgagee Equipment Notes for payments made by them to withhold taxes the Indenture Trustee pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC 6.03 (to the extent not previously reimbursed), and to pay such holders of the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by Equipment Notes the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to them pursuant to the other Indenture Indemnitees hereunder and under provisions of the Participation Agreement and or this Indenture (other than the Lease; and sums referred to in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (iiclause Third below), 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratablyholders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by by, or payable to, each such then existing or prior Note Holder pursuant to said Section 5.03 hereofholder; Third,(i) Third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notesprincipal of, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) , if any, and accrued interest (to the date of distribution) on all Equipment Notes, shall be distributed payable to the Note Holders Holders, then due and payable, whether by declaration of Series Aacceleration pursuant to Section 5.02 or otherwise, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaidthe aforesaid amounts, then then, ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder such Note Holders, plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) thereon to the date of distribution, bears to the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders Notes, plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner free and clear of the Lien of this Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of the Mortgagee Loan Trustee is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;Section

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to subclause (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 A Equipment 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 to the date of distribution, shall be distributed to the Noteholders of Series A 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 (x) the aggregate unpaid principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series A Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (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 B Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") ------------------ pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Mortgage Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Make- Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, 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 Original Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.4, all payments received and amounts held or realized by the Mortgagee Security Agent (including any amounts realized by the Mortgagee Security Agent from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof5) after if an Event of Default shall have occurred and be continuing exists and after the declaration acceleration specified in Section 4.04(b) hereof5.2(b), as well as all payments or amounts then held by the Mortgagee Security Agent as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Security Agent in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Security Agent for any tax (except to the extent resulting from a failure of the Mortgagee Security Agent to withhold taxes pursuant to Section 2.04(b2.3(b) hereofunless such failure of Security Agent to withhold is as a result of or caused by any breach by Borrower of its obligations, representations or covenants under any of the Operative Agreements), expense expense, or other loss (including, without limitation, including all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products products, and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof5.3(b)) incurred by the Mortgagee or WTC Security Agent (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Security Agent or the Note Holders Lenders in the protection, exercise exercise, or enforcement of any right, power power, or remedy or any damages sustained by the Mortgagee, WTC Security Agent or any Note HolderLender, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Security Agent as between itself, WTC itself and the Note Holders in reimbursement of Lenders to reimburse (x) such expenses and (y) any other expenses for which the Mortgagee, WTC Security Agent or the Note Holders Lenders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case if the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)all amounts described above, 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratablySECOND, 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 Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A the Equipment Notes, and the accrued but unpaid interest interest, any Breakage Amount and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and on all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series ALenders, and in case if the aggregate amount so to be distributed shall be is insufficient to pay in full as aforesaidfull, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution date, bears to (y) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date distribution date; THIRD, subject to Section 7.5 of distribution;the Loan Agreement, so much of such payments or amounts remaining as is required to pay in full all other Secured Obligations, pro rata as to amounts outstanding, but with priority of such clause FIRST amounts over such clause SECOND amounts; FOURTH, the balance, if any, of such payments or amounts remaining thereafter shall be distributed as required by any provision of Law, and the balance, if any, to or as directed by Borrower.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations (including Section 4.02 Premium, if any) in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to subclause (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 (including Section 4.02 Premium, if any) in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to clause (xv) of Section 9.01), so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (including Section 4.02 Premium, if any) in respect of the Additional Series Equipment Notes to the date of distribution, shall be distributed to the Noteholders of Additional Series 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iv) after giving effect to subclause (iii) above, so much of such payments or amounts remaining as shall be required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to subclause (iv) above, so much of such payments or amounts remaining as shall be required to pay in full the amounts then due and covered by clause “second” of Section

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b4.02(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b4.03(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate 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 Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all [Series A Equipment NotesG-1 Secured Certificates] [and] [Series G-2 Secured Certificates], and the accrued but unpaid interest and other amounts due thereon thereon, [Break Amount (other than Make-Whole Amount which shall not be due and payable) and with respect to the Series G-1 Secured Certificates), if any], all other Secured Obligations in respect of [the Series A Equipment Notes (other than Make-Whole Amount) G-1 Secured Certificates] [and] [the Series G-2 Secured Certificates] to the date of distribution, shall be distributed to the Note Certificate Holders of [Series AG-1] [and] [Series G-2], 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, to each Certificate Holder of [Series G-1] [and] [Series G-2] in the proportion that the aggregate unpaid Original Principal Amount of [all Series A Equipment Notes G-1 Secured Certificates] [and] [all Series G-2 Secured Certificates] held by each holder Certificate Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all [Series A Equipment Notes held by all such holders G-1 Secured Certificates] [and] Series G-2 [Secured Certificates] plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WTNA for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WTNA or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC WTNA or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WTNA and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC WTNA or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 , to pay the amounts specified in paragraph (i) of such payments or clause “Third” of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts remaining as shall be required of Related Secured Obligations to reimburse the then existing or prior Related Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over Holders; the 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 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to the Note Holders of Series AA and Related Note Holders of the Related Series A 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, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of the Related Series A Equipment Notes then due;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay any and all amounts payable to WTC or the other Indenture Indemnitees Mortgagee hereunder and under any and all amounts payable pursuant to the Participation Agreement and the Leasethird paragraph of Section 2.02; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,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 such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, 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 Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Loan Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)compensation, tax, expense 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 Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Loan Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) to pay all amounts payable to the other Indenture Mortgage Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, 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 Original Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b4.02(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b4.03(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;to

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 (all such property being herein called the “Mortgaged Property”"MORTGAGED PROPERTY") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate 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 Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesA-1 Secured Certificates and Series A-2 Secured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) A-1 Secured Certificates and the Series A-2 Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series AA-1 and Series A-2, 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 Original Principal Amount of all Series A Equipment Notes A-1 Secured Certificates and all Series A-2 Secured Certificates held by each holder Certificate Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by all such holders A-1 Secured Certificates and Series A-2 Secured Certificates plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided to the extent set forth in the proviso of Section 3.04 hereof4.6(c), all payments received and amounts held or realized by the Mortgagee Agent or any Lender (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofother than Excluded Amounts) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held or thereafter received by the Mortgagee Borrower or by Agent or any Lender as part of the Trust Indenture EstateCollateral (including payments of Basic Rent) while such Event of Default shall have occurred and be continuing, shall be promptly distributed by the Mortgagee in the following order of priority: First,: (i) if the entire principal amount of the Note shall not have been declared to be, or shall not automatically have become, immediately due and payable pursuant to Section 11.2, then first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Agent and any Lender for costs, expenses and payments made or WTC for incurred by them, or to pay such amounts then due to Agent or any tax (except Lender pursuant to the extent resulting from a failure provisions of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense this Agreement or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the MortgageeFinancing Document, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied retained by Agent for the Mortgagee as between itself, WTC benefit of itself and the Note Holders in reimbursement of such expenses and any other expenses for which the MortgageeLenders; second, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to pay in full all due and overdue principal and interest and any amount due under Section 5.03 hereof (6.1, to the extent not previously reimbursed) date of distribution, shall be distributed to such then existing or prior retained by Agent for the benefit of the Lenders and 31 applied towards repayment of the Note Holders ratably, without priority of one over the other, in accordance with the amount terms of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof4.7; Third,(i) third, so much of such payments or amounts as shall be required to pay all other amounts then due to Agent and the Lenders hereunder, under the Note or under any other Financing Document shall be retained by Agent; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be retained by Agent as additional collateral; provided, that all such amounts retained by Agent as additional collateral, if not previously applied in accordance with the Financing Documents, shall be paid to Borrower on the earlier of the cure or waiver of such Event of Default or 180 days after receipt by Agent of such amount; and (ii) if the entire principal amount of the Note shall have been declared to be, or shall automatically have become, immediately due and payable pursuant to Section 11.2, then first, so much of such payments or amounts as shall be required to reimburse Agent and any Lender for costs, expenses and payments made or incurred by them, or to pay such amounts then due to them, pursuant to the provisions of this Agreement or any other Financing Document, shall be retained by them; second, so much of such payments or amounts as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect principal amount of the Series A Equipment Notes Note and accrued interest (other than Make-Whole Amountincluding any interest on any overdue amounts) thereon to the date of distributiondistribution and amounts due under Section 6.1, if any, shall be retained by Agent for the benefit of the Lenders and applied towards repayment of the Note in accordance with the terms of this Section 4.6; third, so much of such payments or amounts as shall be required to pay all other amounts then due to Agent and any Lender hereunder, under the Note or under any other Financing Document shall be retained by Agent for the benefit of itself and the Lenders; and fourth, the balance, if any, remaining thereafter shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;Borrower.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofEquipment Notes shall have become due and payable, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, 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 Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,29 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTNA, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTNA is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC WTNA or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC WTNA or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC WTNA and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC WTNA or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest 30 Indenture and other amounts due hereunder or thereunder Security Agreement (other than MakeSpirit 2017-Whole Amount, if any1 EETC) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;[Reg. No.]

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of the Mortgagee Loan Trustee is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b) hereof4.02(a)) incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes, Notes and Series A-2 Equipment Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 Equipment Notes (other than Make-Whole Amount) and Series A-2 Equipment Notes to the date of distribution, distribution shall be distributed to the Note Holders Noteholders of Series A, A-1 Equipment Notes and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then Series A-2 Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes and Series A-2 Equipment Notes held by each holder Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes and Series A-2 Equipment Notes held by all such holders Noteholders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; (ii) after giving effect to subclause (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 all other Secured Obligations in respect of the Series B Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series B Equipment Notes 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 Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series B Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (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 all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series C Equipment Notes 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 Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series C Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (iv) after giving effect to subclause (iii) 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 D Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series D Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series D Equipment Notes, ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series D Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series D Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and fourth, the balance, if any, of such payments or amounts shall be distributed to the Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be 2002 EETC - Mortgage (Owned) (10) continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Mortgage Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than 2002 EETC - Mortgage (Owned) (10) Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations (including Section 4.02 Premium, if any) in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to subclause (i) above (if any Series B Equipment Notes shall have been issued hereunder and except as this subclause (ii) may be modified pursuant to clause (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of Series B Equipment Notes), 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 (including Section 4.02 Premium, if any) in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (ii) above (if any Additional Series Equipment Notes shall have been issued hereunder and except as this subclause (iii) may be modified pursuant to clause (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of Additional Series Equipment Notes), so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations (including Section 4.02 Premium, if any) in respect of the Additional Series Equipment Notes to the date of distribution, shall be distributed to the Noteholders of Additional Series 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iv) after giving effect to subclause (iii) above, so much of such payments or amounts remaining as shall be required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to subclause (iv) above, so much of such payments or amounts remaining as shall be required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (vi) after giving effect to subclause (v) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under, and Related Section 4.02 Premium, if any, in respect of, all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to subclause (vi) above (if any Related Series B Equipment Notes shall have been issued under any Related Indenture and except as this subclause (vii) may be modified pursuant to clause (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of Related Series B Equipment Notes), so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under, and Related Section 4.02 Premium, if any, in respect of, all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (viii) after giving effect to subclause (vii) above (if any Related Additional Series Equipment Notes shall have been issued under any Related Indenture and except as this subclause (viii) may be modified pursuant to clause (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of Related Additional Series Equipment Notes), so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under, and Related Section 4.02 Premium, if any, in respect of, all Related Additional Series Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Additional Series Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Additional Series Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Additional Series Equipment Notes issued under all Defaulted Operative Indentures; and (ix) after giving effect to subclause (viii) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Company. Except for the Section 4.02 Premium, if any, payable pursuant to Section 4.02(a)(i) (and only pursuant to Section 4.02(a)(i)) as a result of the occurrence and continuance of an Event of Default under Section 4.01(m), no Premium Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,: so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (Collateral, all such property being herein called the “Mortgaged Property”) "MORTGAGED PROPERTY" pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement Agreement, and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement Note Purchase Agreements (other than amounts specified in clauses Second and Third of this Section 3.03 below), provided that, with respect to any such Secured Obligation the Leasepayment of which is specifically addressed in Section 3.2 of the Intercreditor Agreement, funds available for payment of all such Secured Obligations shall be paid by the Mortgagee to the Subordination Agent for deposit into the Collection Account (as defined in the Intercreditor Agreement) for distribution pursuant to Section 3.2 of the Intercreditor Agreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made by such Note Holders pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed first to such then existing or prior Senior Equipment Note Holders ratably, without priority of one over the other, and second to such then existing or prior Junior Equipment Note Holders ratably, without priority of one over the other, in all cases 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 6.03 hereof; Third,(iThird: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Senior Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount Premium which shall not be due and payable) ), and Break Amount, if any, with respect to all Senior Equipment Notes and all other Secured Obligations in respect of the Series A Senior Equipment Notes (other than Make-Whole AmountPremium) to the date of distribution, shall be distributed to the Note Holders of Series Asuch Senior 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 Original Amount of all Series A Senior Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole AmountPremium, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Senior Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole AmountPremium) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereofDuring the continuance of any Event of Default, all payments received by Agent and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part Agent on behalf of the Trust Indenture Estate, Lenders shall be promptly distributed by the Mortgagee applied in the following order of priority: First,so much , to pay all proper fees, charges, expenses, or advances made or incurred by Agent in the collection or distribution of such payments payment or amounts as shall be required otherwise in accordance with the provisions of this Agreement or the Mortgage, and of any and all other sums then owing to Agent by Borrower under the Basic Documents (iincluding any amount payable by or for the account of Agent under section 9.04(b) reimburse of the Mortgagee or WTC for any tax (except Mortgage); Second, to pay to the extent resulting from a failure then-existing and prior holders of the Mortgagee to withhold taxes pursuant to Certificates all proper fees, charges, expenses (including expenses under Section 2.04(b) 13.03 hereof, and all amounts payable under Article IX hereof), expense and advances made or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products incurred by such then-existing and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) prior holders of Certificates and for which Borrower is responsible pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Basic Documents (to the extent not previously reimbursed), the expenses without priority of one such then-existing or prior holder of Certificates over any saleother, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement proportion of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount of such fees, charges, expenses, and advances made or incurred by each such then-existing or prior holder of Certificates bears to be so distributed is insufficient the aggregate amount of such fees, charges, expenses, and advances made or incurred by all such then-existing and prior holders of Certificates; Third, to pay in full the unpaid interest on the Certificates due to the date of distribution (as aforesaid well as interest on overdue principal and, to the extent permitted by applicable law, overdue interest at the rate set forth in clauses (i) and (iisection 4.06 hereof), then ratablyand the then-outstanding principal of the Certificates, without priority of one Lender 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 any other, in the proportion that the aggregate unpaid Original Amount outstanding principal of each Lender's Certificate(s) on such date of application bears to the outstanding principal of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and Certificates outstanding on such date of application; Fourth, to pay all other amounts then due hereunder or thereunder (other than Make-Whole Amountby Borrower to the Lenders under the Basic Documents; Fifth, the balance, if any) , of such payments remaining thereafter shall be distributed to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;Borrower.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration or other acceleration of the Equipment Notes specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseLease (other than amounts specified in clauses Second and Third below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid 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 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 such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(i) Third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AHolders, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;as

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration or other acceleration of the Equipment Notes specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,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 such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received (including any distributions from the Security Agent) and amounts held or realized by the Mortgagee Trustee (including any amounts realized by the Mortgagee Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Trustee, the Security Agent or WTC for any tax (except U.S. Bank, to the extent resulting from a failure of the Mortgagee Trustee, the Security Agent or U.S. Bank is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a) hereofhereof or Section 4.02(a) of the Aircraft Security Agreement, as applicable) actually incurred by the Mortgagee Trustee, the Security Agent or WTC U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeTrustee, WTC the Security Agent or the Note Holders U.S. Bank in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeTrustee, WTC the Security Agent or any Note HolderU.S. Bank, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Trustee as between itself, WTC the Security Agent and the Note Holders U.S. Bank in reimbursement of such expenses and any other expenses for which the MortgageeTrustee, WTC or the Note Holders Security Agent and U.S. Bank are entitled to reimbursement under any Operative Agreement Document; and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder under this Indenture, the Aircraft Security Agreement or the Notes (other than amounts specified in clauses “second” and under the Participation Agreement and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 5.01(d) hereof or Section 5.01(d) of the Aircraft Security Agreement (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.01(d) hereof or Section 5.01(d) of the Aircraft Security Agreement; Third,(i) third, after giving effect to clause “second” above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series ANoteholders, 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Company. No Make-Whole Amount shall be payable on the Notes as a consequence of or in connection with an Event of Default or the acceleration of the Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseLease (other than amounts specified in clauses Second and Third below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,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 such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A- 2, 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 Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof), as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof)) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement excluding those amounts described in clauses "Second" and the Lease; "Third" below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note 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 Note Holder pursuant to said Section 5.03 hereof5.03; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Principal Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) 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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series B, 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 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 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 in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, 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 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 to the date of distribution; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner free and clear of the Lien of this Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of the Mortgagee Loan Trustee is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes, Notes and Series A-2 Equipment Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 Equipment Notes (other than Make-Whole Amount) and Series A-2 Equipment Notes to the date of distribution, distribution shall be distributed to the Note Holders Noteholders of Series A, A-1 Equipment Notes and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then Series A-2 Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes and Series A-2 Equipment Notes held by each holder Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes and Series A-2 Equipment Notes held by all such holders Noteholders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; (ii) after giving effect to subclause (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series B Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series B Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series B Equipment Notes 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 Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series B Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (ii) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series C Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series C Equipment Notes 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 Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series C Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (iv) after giving effect to subclause (iii) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series D Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series D Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series D Equipment Notes, ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series D Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series D Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and FOURTH, the balance, if any, of such payments or amounts shall be distributed to the Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except U.S. Bank, to the extent resulting from a failure of Loan Trustee or U.S. Bank is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC U.S. Bank or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC U.S. Bank and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document (including by subrogation pursuant to Section 2.07(h) of the Intercreditor Agreement) and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, 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 Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;Series

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations (including Section 4.02 Premium, if any) in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (ii) after giving effect to subclause (i) above (if any Series B Equipment Notes shall have been issued hereunder and except as this subclause (ii) may be modified pursuant to clause (xv) of Section 9.01 in connection with the original issuance or subsequent redemption and issuance from time to time of Series B Equipment Notes), 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 than Make-Whole Amountamounts due thereon and all other Secured Obligations (including Section 4.02 Premium, if any) in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTNA, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTNA is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC WTNA or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC WTNA or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC WTNA and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC WTNA or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as is 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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xv) or (xvi) of Section 9.01), so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes of a specified Series, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes of such Series to the date of distribution, shall be distributed to the Noteholders of Additional Series Equipment Notes of such Series, 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] Equipment Notes of such Series held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution, provided that this clause (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (vi) after giving effect to paragraph (v) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] (vii) after giving effect to paragraph (vi) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (viii) after giving effect to paragraph (vii) above (and except as otherwise provided in amendments to the applicable Related Indentures pursuant to paragraph (xv) or (xvi) of Section 9.01 thereof), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Additional Series Equipment Notes of a specified Series, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Additional Series Equipment Notes of such Series are outstanding, 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 (x) the amount of such payment or payments then due under all Related Additional Series Equipment Notes of such Series issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Additional Series Equipment Notes of such Series issued under all Defaulted Operative Indentures, provided that this clause (viii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; and (ix) after giving effect to paragraph (viii) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by the Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense 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 (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), 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 Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, 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 Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate 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 Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesG-2 Secured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) G-2 Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series AG-2, 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 Original Principal Amount of all Series A Equipment Notes G-2 Secured Certificates held by each holder Certificate Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by all such holders G-2 Secured Certificates plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTNA, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTNA is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC WTNA or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC WTNA or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC WTNA and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC WTNA or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as is 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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xv) or (xvi) of Section 9.01), so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes of a specified Series, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes of such Series to the date of distribution, shall be distributed to the Noteholders of Additional Series Equipment Notes of such Series, 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes of such Series held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution, provided that this clause (iii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (vi) after giving effect to paragraph (v) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to paragraph (vi) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (viii) after giving effect to paragraph (vii) above (and except as otherwise provided in amendments to the applicable Related Indentures pursuant to paragraph (xv) or (xvi) of Section 9.01 thereof), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Additional Series Equipment Notes of a specified Series, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Additional Series Equipment Notes of such Series are outstanding, 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 (x) the amount of such payment or payments then due under all Related Additional Series Equipment Notes of such Series issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Additional Series Equipment Notes of such Series issued under all Defaulted Operative Indentures, provided that this clause (viii) shall apply to each Series of Additional Series Equipment Notes in order of priority of payment; and (ix) after giving effect to paragraph (viii) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by the Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except U.S. Bank, to the extent resulting from a failure of Loan Trustee or U.S. Bank is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC U.S. Bank or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC U.S. Bank and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as is 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 in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to paragraph (ii) above (and except as otherwise provided in an amendment to this Indenture pursuant to paragraph (xv) of Section 9.01), so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Additional Series Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes to the date of distribution, shall be distributed to Noteholders of Additional Series 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 (x) the aggregate unpaid principal amount of all Additional Series Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Additional Series Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iv) after giving effect to paragraph (iii) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to paragraph (iv) above, so much of such payments or amounts remaining as is required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (vi) after giving effect to paragraph (v) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to paragraph (vi) above, so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (viii) after giving effect to paragraph (vii) above (and except as otherwise provided in amendments to the applicable Related Indentures pursuant to paragraph (xv) of Section 9.01 thereof), so much of such payments or amounts remaining as is required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Related Additional Series Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Additional Series Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Additional Series Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Additional Series Equipment Notes issued under all Defaulted Operative Indentures; and (ix) after giving effect to paragraph (viii) above, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Permitted Investments shall be held by Loan Trustee in an Eligible Account in accordance with the provisions of Section 3.07 (and invested as provided in Section 5.06) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of this clause “third” as and to the extent any such Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all such Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause “fourth” of this Section 3.03; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Upon the occurrence and during the continuation of an Event of Default, if requested by Requisite Lenders, or upon acceleration of the Obligations pursuant to Section 3.04 hereof7, all payments received and amounts held or realized by the Mortgagee (including any amounts realized Administrative Agent, whether from the Borrower or otherwise shall be applied in full or in part by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified Administrative Agent, in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee each case in the following order of priority: First,so much of such payments or amounts as shall be required to : (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure payment of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense all costs and expenses of collection or other loss (including, without limitationrealization, all amounts to be expended at the expense ofother expenses, liabilities and advances made or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (to including the extent not previously reimbursedfees described in Subsection 2.3B), the expenses of reimbursement and indemnification under any sale, or other proceeding, reasonable attorneys’ fees Loan Document and expenses, court costs, and any other expenditures incurred or expenditures or all advances made by the MortgageeAdministrative Agent thereunder for the account of the Borrower, WTC and to the payment of all costs and expenses paid or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained incurred by the MortgageeAdministrative Agent in connection with the Loan Documents, WTC or any Note Holderall in accordance with Subsections 8.4, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC 9.2 and 9.3 and the Note Holders in reimbursement other terms of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative this Agreement and the Loan Documents; (ii) all amounts to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Swing Line Lender in its capacity as such; (iii) to payment of that portion of the Obligations constituting fees, indemnities and other Indenture Indemnitees hereunder amounts (other than principal and interest) payable to the Lenders under the Participation Agreement and Loan Documents, including attorney fees (ratably among the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, Lenders in proportion to the respective amounts owed each hereunder; Second,so much described in this clause (iii) payable to them); (iv) to payment of such payments or amounts remaining as shall be required to reimburse that portion of the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof Obligations constituting accrued and unpaid interest on the Loans (ratably among the Lenders in proportion to the extent not previously reimbursedrespective amounts described in this clause (iv) shall be distributed payable to such then existing or prior Note Holders ratably, without priority them); (v) to payment of one over the other, in accordance with the amount that portion of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate Obligations constituting unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect principal of the Series A Equipment Notes Loans (other than Make-Whole Amount) ratably among the Lenders in proportion to the date of distribution, shall be distributed to the Note Holders of Series A, and respective amounts described 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 Original Amount of all Series A Equipment Notes this clause (v) held by each holder plus them); and (vi) the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amountbalance, if any) , after all of the Obligations have been indefeasibly paid in full, to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held Borrower or as otherwise required by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;applicable law.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations (including Section 4.02 Premium, if any) in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA 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 (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution; (ii) after giving effect to subclause (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 (including Section 4.02 Premium, if any) in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Noteholders 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 (x) the aggregate unpaid principal amount of all Series B Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series B Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (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 (including Section 4.02 Premium, if any) in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Noteholders 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 (x) the aggregate unpaid principal amount of all Series C Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder to the date of distribution bears to (y) the aggregate unpaid principal amount of all Series C Equipment Notes held by all holders thereof plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iv) after giving effect to subclause (iii) above, so much of such payments or amounts remaining as shall be required to pay in full the amounts then due and covered by clause “first” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “first”; (v) after giving effect to subclause (iv) above, so much of such payments or amounts remaining as shall be required to pay in full the amounts then due and covered by clause “second” of Section 3.03 of each Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture, 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 accordance with the priorities and prorations in such clause “second”; (vi) after giving effect to subclause (v) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under, and Related Section 4.02 Premium, if any, in respect of, all Related Series A Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series A Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series A Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series A Equipment Notes issued under all Defaulted Operative Indentures; (vii) after giving effect to subclause (vi) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under, and Related Section 4.02 Premium, if any, in respect of, all Related Series B Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series B Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series B Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series B Equipment Notes issued under all Defaulted Operative Indentures; (viii) after giving effect to subclause (vii) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of the payment or payments of principal amount and interest (as well as any interest on any overdue principal amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under, and Related Section 4.02 Premium, if any, in respect of, all Related Series C Equipment Notes, if any, issued under any Defaulted Operative Indenture shall be distributed to the Related Loan Trustee under each respective Defaulted Operative Indenture under which any Related Series C Equipment Notes are outstanding, 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 (x) the amount of such payment or payments then due under all Related Series C Equipment Notes issued under each Defaulted Operative Indenture bears to (y) the aggregate amount of the payments then due under all Related Series C Equipment Notes issued under all Defaulted Operative Indentures; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of Loan Trustee is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense 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 (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders 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 Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A G-1 Equipment Notes, Notes and Series G-2 Equipment Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G-1 Equipment Notes (other than Make-Whole Amount) and Series G-2 Equipment Notes to the date of distribution, distribution shall be distributed to the Note Holders Noteholders of Series A, G-1 Equipment Notes and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then Series G-2 Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A G-1 Equipment Notes and Series G-2 Equipment Notes held by each holder Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to the aggregate unpaid Original Amount principal amount of all Series A G-1 Equipment Notes and Series G-2 Equipment Notes held by all such holders Noteholders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; (ii) after giving effect to subclause (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series C Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution shall be distributed to Noteholders of Series C Equipment Notes 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 Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series C Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (iii) after giving effect to subclause (ii) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series D Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series D Equipment Notes to the date of distribution shall be distributed to Noteholders of Series D Equipment Notes, ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series D Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series D Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and fourth, the balance, if any, of such payments or amounts shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.