Common use of Payments After Indenture Event of Default Clause in Contracts

Payments After Indenture Event of Default. (a) All payments received and amounts realized by the Trustee after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV), as well as all payments or amounts then held or thereafter received by the Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed forthwith by the Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay or reimburse the Trustee for any unpaid fees for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' fees) or other loss incurred by the Trustee (to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trustee) shall be distributed to the Trustee; second, so much of such payments or amounts as shall be required to reimburse the Holders of the Equipment Notes for payments made by them to the Trustee pursuant to Article V (to the extent not previously reimbursed), shall be distributed to such Holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such Holder; third, so much of such payments or amounts as shall be required to pay in full the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution, shall be distributed to the Holders of the Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over another, in the proportion that the aggregate unpaid principal amount of all Equipment Notes held by each such Holder, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, the Company;

Payments After Indenture Event of Default. (a) All Except as otherwise provided in Section 3.05, all payments received and amounts held or realized by the Loan Trustee (including any amounts realized by the Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article 8) after both an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated become due and payable pursuant to Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV)8.02, as well as all payments or amounts then held or thereafter received by the Loan Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuingEstate, shall be promptly distributed forthwith by the Loan Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay or (i) reimburse the Loan Trustee, to the extent the Loan Trustee is entitled to be reimbursed or indemnified under the Operative Documents, for any unpaid fees for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' fees) 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 Indenture Estate and every part thereof pursuant to Section 8.05) incurred by the Loan Trustee (to the extent reimbursable and not previously reimbursed 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 Loan Trustee or the Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Loan Trustee or any Noteholder, liquidated or otherwise, upon such Indenture Event of Default shall be applied by the Loan Trustee as between itself and the Noteholders in reimbursement of such expenses and any other expenses for which the Loan Trustee or the Noteholders are entitled to reimbursement under any Operative Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the extent reasonably incurred other Indenture Indemnitees (including amounts payable to the Loan Trustee on behalf of any Indenture Indemnitee) hereunder and under the Participation Agreement and the Lease; and in connection with its duties as Trustee) shall case the aggregate amount so to be distributed is insufficient to pay as aforesaid, then ratably, without priority of one over the other, in proportion to the Trusteeamounts owed each hereunder; second, so much of such payments or amounts remaining as shall be required to reimburse the Holders of the Equipment Notes then existing or prior Noteholders for payments made by them to the Trustee pursuant to Article V Section 9.03 (to the extent not previously reimbursed), ) shall be distributed to such Holders of the Equipment Notesthen existing or prior Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, by each such Holderthen existing or prior Noteholder pursuant to Section 9.03; third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series A-1 Equipment Notes, plus Notes and Series A-2 Equipment Notes and the accrued but unpaid interest thereon and all other Secured Obligations in respect of the Series A-1 Equipment Notes and Series A-2 Equipment Notes to the date of distribution, distribution shall be distributed to the Holders Noteholders of the Series A-1 Equipment Notes, Notes and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, Series A-2 Equipment Notes ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of all Series A-1 Equipment Notes and Series A-2 Equipment Notes held by each such Holder, Noteholder plus the accrued but unpaid interest thereon and other amounts due hereunder or thereunder to the date of distribution, distribution bears to the aggregate unpaid principal amount of all Series A-1 Equipment Notes, Notes and Series A-2 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 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; (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 (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 aggregate unpaid principal amount of all Series E Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series E Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series E Equipment Notes, ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series E 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 E 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 remaining thereafter shall be distributed to, to the Owner Trustee to be held or distributed in accordance with the terms of the Trust Agreement. No Make-Whole Amount shall be payable on the Equipment Notes as directed by, a consequence of or in connection with an Indenture Event of Default or the Company;acceleration of the Equipment Notes.

Payments After Indenture Event of Default. (a) All Except as provided in Section 3.05, all payments received and amounts realized by the Indenture Trustee from any source after an Indenture Event of Default shall have occurred and be continuing and after the Indenture Trustee has declared (as assignee from the Owner Trustee of the Lease) the Lease to be in default pursuant to Section 15 thereof or has declared the Equipment Notes shall have been to be accelerated pursuant to Section 4.02 5.02, as the case may be, or the Trustee has elected to foreclose or otherwise enforce its rights exercise any remedies under this Indenture (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease, or Article IVV), as well as all payments or amounts then held or thereafter received by the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed forthwith by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay or reimburse the Trustee for any unpaid fees for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' fees) or other loss incurred by the Trustee (to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trustee) shall be distributed to the Trustee; secondFirst, so much of such payments or amounts as shall be required to reimburse the Holders Indenture Trustee for any fees which are due and payable for its services under this Indenture and any tax, expense (including reasonable attorney's fees) or other loss incurred by the Indenture Trustee (to the extent 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 Equipment Notes for payments made by them to the Indenture Trustee pursuant to Article V Section 6.03 (to the extent not previously reimbursed), and to pay such holders of the Equipment Notes the amounts payable to them pursuant to the provisions of the Participation Agreement, shall be distributed to such Holders holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such Holderholder; thirdThird, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Equipment Notesof, plus accrued interest, including interest at the accrued but unpaid interest thereon overdue rate (to the date of distribution) on all Equipment Notes, shall be distributed and Make-Whole Amount, if any (but only to the Holders extent received from the Lessee as Supplemental Rent) in each case as is then due and payable to the holders of the Equipment Notes, whether by declaration of acceleration pursuant to Section 5.02 or otherwise, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of of, and Make-Whole Amount, if any, on, all Equipment Notes held by each such Holderholder, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and fourthFourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, to the Company;Owner Trustee for distribution in accordance with the terms of the Trust Agreement.

Payments After Indenture Event of Default. (a) All Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Indenture Trustee (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8 hereof) after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to declaration specified in Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV)8.02 hereof, as well as all payments or amounts then held or thereafter received by the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuingEstate, shall be promptly distributed forthwith by the Indenture Trustee in the following order of priority: firstFirst, so much of such payments or amounts as shall be required to pay or (i) reimburse the Indenture Trustee or FSB for any unpaid fees for its services under this Tax (except to the extent resulting from a failure of the Indenture and any tax, liabilityTrustee to withhold taxes pursuant to Section 2.10 hereof), expense (including reasonable attorneys' fees) or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the proceeds of, the Indenture Estate pursuant to Section 8.03 hereof) incurred by the Indenture Trustee or FSB (to the extent reimbursable and not previously reimbursed 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 Indenture Trustee, FSB or the Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee, FSB or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Indenture Trustee as between itself, FSB and the Noteholders in reimbursement of such expenses and any other expenses for which the Indenture Trustee, FSB or the Noteholders are entitled to reimbursement under any Operative Document; and (ii) pay all amounts payable to the extent reasonably incurred other Indenture Indemnitees hereunder and under the other Fundamental Documents; and in connection with its duties the case the aggregate amount to be so distributed is insufficient to pay as Trusteeaforesaid in clauses (i) shall be distributed and (ii), then ratably, without prior of one over the other, in proportion to the Trusteeamounts owed each hereunder and under the other Fundamental Documents; secondSecond, so much of such payments or amounts remaining as shall be required to reimburse the Holders of the Equipment Notes then existing or prior Noteholders for payments made by them to the Trustee pursuant to Article V Section 9.06 hereof (to the extent not previously reimbursed), shall be distributed to such Holders of the Equipment Notesthen existing or prior Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, by each such Holderthen existing or prior Noteholder pursuant to said Section 9.06 hereof; thirdThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series A Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution, shall be distributed to the Holders of the Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over another, in the proportion that the aggregate unpaid principal amount of all Equipment Notes held by each such Holder, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, the Company;,

Payments After Indenture Event of Default. (a) All payments received and all amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article IV)Section 17 of the Lease or from the application of Section 4.2) and after either (a) the Indenture Trustee has declared the Lease to be in default pursuant to Section 17 thereof or (b) the Lessor Notes shall have been declared or shall automatically have become due and payable, as well as together with all payments or amounts then held or thereafter received by the Indenture Trustee hereunder, shall, so long as part of the Indenture Estate while such Indenture Event of Default declaration shall be continuingnot have been rescinded, shall be distributed forthwith by the Indenture Trustee in the following order of priority: firstFirst, so much of such payments or and amounts as shall be required to pay or reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' feesany legal fees and disbursements) or other loss incurred by it (to the extent incurred in connection with its duties as the Indenture Trustee (and to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trusteereimbursed) shall be distributed to the Trustee; second, so much of such payments or amounts as shall be required Indenture Trustee for application to reimburse the Holders of the Equipment Notes for payments made by them to the Trustee pursuant to Article V (to the extent not previously reimbursed), shall be distributed to such Holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such Holder; third, so much of such payments or amounts as shall be required to pay in full the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution, shall be distributed to the Holders of the Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over another, in the proportion that the aggregate unpaid principal amount of all Equipment Notes held by each such Holder, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, the Companyitself;

Payments After Indenture Event of Default. (a) All Except as provided in Section 3.05, all payments received and amounts realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to Section 4.02 or the Indenture Trustee has elected to foreclose or otherwise enforce its rights under this Indenture declared (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV), as well as all payments or amounts then held or thereafter received by the Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed forthwith by the Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay or reimburse the Trustee for any unpaid fees for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' fees) or other loss incurred by the Trustee (to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trustee) shall be distributed to the Trustee; secondassignee First, so much of such payments or amounts as shall be required to reimburse the Holders Indenture Trustee for any fees which are due and payable for its services under this Indenture and any tax, expense (including reasonable attorney's fees) or other loss incurred by the Indenture Trustee (to the extent 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 Equipment Notes for payments made by them to the Indenture Trustee pursuant to Article V Section 6.03 (to the extent not previously reimbursed), and to pay such holders of the Equipment Notes the amounts payable to them pursuant to the provisions of the Participation Agreement, shall be distributed to such Holders holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such Holderholder; thirdThird, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Equipment Notesof, plus and Make-Whole Amount, if any, to the extent received from the Lessee as Supplemental Rent, and accrued but unpaid interest thereon (to the date of distribution) on all Equipment Notes, shall be distributed payable to the Holders Loan Participant, then due and payable, whether by declaration of the Equipment Notesacceleration pursuant to Section 5.02 or otherwise, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of all Equipment Notes held by each such Holderholder, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and fourthFourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, to the Company;Owner Trustee for distribution in accordance with the terms of the Trust Agreement.

Payments After Indenture Event of Default. (a) All Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the Trustee exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated become due and payable pursuant to Section 4.02 4.04(b) or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IVSection 4.04(d), as well as all payments or amounts then held or thereafter received by the Loan Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuingEstate, shall be promptly distributed forthwith by the Loan Trustee in the following order of priority: first, so much of such payments or amounts as shall be is required to pay (i) reimburse Loan Trustee, to the extent Loan Trustee is entitled to be reimbursed or reimburse indemnified under the Trustee Operative Documents, for any unpaid fees for its services under this Indenture and any tax, liabilityTax, expense (including reasonable attorneys' fees) 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 Indenture Estate and every part thereof (all such property being herein called the "Mortgaged Property") pursuant to Section 4.05(b)) actually incurred by the Loan Trustee (to the extent reimbursable and not previously reimbursed 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 Loan Trustee or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee or any Noteholder, liquidated or otherwise, upon such Indenture Event of Default shall be applied by Loan Trustee as between itself and Noteholders in reimbursement of such expenses and any other expenses for which Loan Trustee or Noteholders are entitled to reimbursement under any Operative Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the extent reasonably incurred other Indenture Indemnitees hereunder and under the Participation Agreement; and in connection with its duties as Trustee) shall case the aggregate amount so to be distributed is insufficient to pay as aforesaid, then ratably, without priority of one over the other, in proportion to the Trusteeamounts owed each hereunder; second, so much of such payments or amounts remaining as shall be is required to reimburse the Holders of the Equipment Notes then existing or prior Noteholders for payments made by them to the Trustee pursuant to Article V Section 5.03 (to the extent not previously reimbursed), ) shall be distributed to such Holders of the Equipment Notesthen existing or prior Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, by each such Holderthen existing or prior Noteholder pursuant to Section 5.03; third, (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid principal amount of all Series G-1 Equipment Notes, plus Notes and Series G-2 Equipment Notes and the accrued but unpaid interest thereon and all other Secured Obligations in respect of the Series G-1 Equipment Notes and Series G-2 Equipment Notes to the date of distribution, distribution shall be distributed to the Holders Noteholders of the Series G-1 Equipment Notes, Notes and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, Series G-2 Equipment Notes ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of all Series G-1 Equipment Notes and Series G-2 Equipment Notes held by each such Holder, Noteholder plus the accrued but unpaid interest thereon and other amounts due hereunder or thereunder to the date of distribution, distribution bears to the aggregate unpaid principal amount of all Series G-1 Equipment Notes, Notes and Series G-2 Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (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 fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, to Owner Trustee. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or as directed by, in connection with the Company;acceleration of the Equipment Notes.

Payments After Indenture Event of Default. (a) All Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Indenture Trustee (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8 hereof) after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to declaration specified in Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV)8.02 hereof, as well as all payments or amounts then held or thereafter received by the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuingEstate, shall be promptly distributed forthwith by the Indenture Trustee in the following order of priority: firstFirst, so much of such payments or amounts as shall be required to pay or (i) reimburse the Indenture Trustee or State Street for any unpaid fees for its services under this Tax (except to the extent resulting from a failure of the Indenture and any tax, liabilityTrustee to withhold taxes pursuant to Section 2.10 hereof), expense (including reasonable attorneys' fees) or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the proceeds of, the Indenture Estate pursuant to Section 8.03 hereof) incurred by the Indenture Trustee or State Street (to the extent reimbursable and not previously reimbursed 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 Indenture Trustee, State Street, the Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee, State Street or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Indenture Trustee as between itself, State Street and the Noteholders in reimbursement of such expenses and any other expenses for which the Indenture Trustee, State Street or the Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all other amounts payable to the extent reasonably incurred Indenture Indemnitees hereunder and under the Participation Agreement, as applicable (other than amounts specified in connection with its duties clauses "Second" through "Fourth" below); and ------ ------ in the case the aggregate amount to be so distributed is insufficient to pay as Trustee) shall be distributed aforesaid, then ratably, without prior of one over the other, in proportion to the Trusteeamounts owed each hereunder and under the Participation Agreement; secondSecond, so much of such payments or amounts remaining as shall be required to reimburse the Holders of the Equipment Notes then existing or prior Noteholders for payments made by them to the Trustee pursuant to Article V Section 9.06 hereof (to the extent not previously reimbursed), shall be distributed to such Holders of the Equipment Notesthen existing or prior Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, by each such Holderthen existing or prior Noteholder pursuant to said Section 9.06 hereof; thirdThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series A-1 Equipment Notes and [Trust Indenture and Mortgage (2000-2 747-1)] all Series A-2 Equipment Notes, plus and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations owed in respect of the Series A-1 Equipment Notes and Series A-2 Equipment Notes to the date of distribution, shall be distributed to the Holders Noteholders of the Series A-1 Equipment Notes and Series A-2 Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amountsas aforesaid, then, then ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of all Series A-1 Equipment Notes and all Series A-2 Equipment Notes held by each such Holder, Noteholder plus the accrued but unpaid interest thereon and other amounts due hereunder or thereunder to the date of distribution, bears to the aggregate unpaid principal amount of all Series A-1 Equipment Notes, Notes and all Series A-2 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 remaining thereafter shall be distributed to, or as directed by, the Company;

Payments After Indenture Event of Default. (a) All Except as provided in Section 3.05, all payments received and amounts realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and be continuing and after the Indenture Trustee has declared (as assignee from the Owner Trustee of the Lease) the Lease to be in default pursuant to Section 15 thereof or has declared the Equipment Notes shall have been to be accelerated pursuant to Section 4.02 4.02, as the case may be, or the Trustee has elected to foreclose or otherwise enforce its rights exercise any remedies under this Indenture (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease, or Article IV), as well as all payments or amounts then held or thereafter received by the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed forthwith by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay or reimburse the Trustee for any unpaid fees for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' fees) or other loss incurred by the Trustee (to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trustee) shall be distributed to the Trustee; secondFirst, so much of such payments or amounts as shall be required to reimburse the Holders Indenture Trustee for any fees which are due and payable for its services under this Indenture and any tax, expense (including reasonable attorney's fees) or other loss incurred by the Indenture Trustee (to the extent 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 Equipment Notes for payments made by them to the Indenture Trustee pursuant to Article V Section 5.03 (to the extent not previously reimbursed), and to pay such holders of the Equipment Notes the amounts payable to them pursuant to the provisions of the Participation Agreement, shall be distributed to such Holders holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such Holderholder; thirdThird, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Equipment Notesof, plus and premium, if any, to the extent received from the Lessee as Supplemental Rent, and accrued but unpaid interest thereon (to the date of distribution) on all Equipment Notes, shall be distributed payable to the Holders Loan Participant, then due and payable, whether by declaration of the Equipment Notesacceleration pursuant to Section 4.02 or otherwise, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of all Equipment Notes held by each such Holderholder, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and fourthFourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, to the Company;Owner Trustee for distribution in accordance with the terms of the Trust Agreement.

Payments After Indenture Event of Default. (a) All Except as otherwise provided in Section 3.06, all payments received and amounts held or realized by the Indenture Trustee (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8 hereof and amounts distributed from the Swap Substitute Account) after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to declaration or acceleration specified in Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV)8.02, as well as all payments or amounts then held or thereafter received by the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuingEstate, shall be promptly distributed forthwith by the Indenture Trustee in the following order of priority: firstFirst, so much of such payments or amounts as shall be required to pay or ----- reimburse the Indenture Trustee or State Street for any unpaid fees for its services under this Tax (except to the extent resulting from a failure of the Indenture and any tax, liabilityTrustee to withhold taxes pursuant to Section 2.10), expense (including reasonable attorneys' fees) or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the proceeds of, the Indenture Estate pursuant to Section 8.03) incurred by the Indenture Trustee or State Street (to the extent reimbursable and not previously reimbursed 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 Indenture Trustee, State Street or the Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee, State Street or any Noteholder, liquidated or otherwise, upon such Event of Default, shall be applied by the Indenture Trustee as between itself, State Street or the Noteholders in reimbursement of such expenses and any other expenses for which the Indenture Trustee, State Street or the Noteholders are entitled to reimbursement under any Indenture Document; and if the aggregate amount to be so distributed is insufficient to pay as aforesaid, then ratably, without priority of one over the other, in proportion to the extent reasonably incurred in connection with its duties as Trustee) shall be distributed amounts owed to each hereunder and under the Trusteeother Indenture Documents; secondSecond, so much of such payments or amounts remaining as shall be ------ required to reimburse the Holders of the Equipment Notes then existing or prior Noteholders for payments made by them to the Trustee pursuant to Article V Section 9.06 (to the extent not previously reimbursed), shall be distributed to such Holders of the Equipment Notesthen existing or prior Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, by each such Holderthen existing or prior Noteholder pursuant to Section 9.06; thirdThird, (i) so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate unpaid principal amount of all Equipment Series A-1 AFE Trust Notes and all Series A-2 AFE Trust Notes, plus and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations owed in respect of the Series A-1 AFE Trust Notes and Series A-2 AFE Trust Notes to the date of distribution, shall be distributed to the Holders Noteholders of the Equipment Series A-1 AFE Trust Notes and Series A-2 AFE Trust Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amountsas aforesaid, then, then ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of all Equipment Series A-1 AFE Trust Notes and all Series A-2 AFE Trust Notes held by each such Holder, Noteholder plus the accrued but unpaid interest thereon and other amounts due hereunder or thereunder to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, Series A-1 AFE Trust Notes and all Series A-2 AFE Trust 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 remaining thereafter shall be distributed to, or as directed by, the Company;

Payments After Indenture Event of Default. (a) All Except as provided in Section 3.05, all payments received and amounts realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and be continuing and after the Indenture Trustee has declared (as assignee from the Owner Trustee of the Lease) the Lease to be in default pursuant to Section 15 thereof or has declared the Equipment Notes shall have been to be accelerated pursuant to Section 4.02 4.02, as the case may be, or the Trustee has elected to foreclose or otherwise enforce its rights exercise any remedies under this Indenture (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease, or Article IV), as well as all payments or amounts then held or thereafter received by the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed forthwith by the Indenture Trustee in the following order of priority: firstFirst, so much of such payments or amounts as shall be required ----- to pay or reimburse the Indenture Trustee for any unpaid fees which are due and payable for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' attorney's fees) or other loss incurred by the Indenture Trustee (to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Indenture Trustee) shall be distributed to the Indenture Trustee; secondSecond, so much of such payments or amounts as shall be required ------- to reimburse the Holders holders of the Equipment Notes for payments made by them to the Indenture Trustee pursuant to Article V Section 5.03 (to the extent not previously reimbursed), and to pay such holders of the Equipment Notes the amounts payable to them pursuant to the provisions of the Participation Agreement, shall be distributed to such Holders holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such Holderholder; thirdThird, so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate unpaid principal amount of all Equipment Notesof, plus and premium, if any, to the extent received from the Lessee as Supplemental Rent, and accrued but unpaid interest thereon (to the date of distribution) on all Equipment Notes, shall be distributed payable to the Holders Loan Participant, then due and payable, whether by declaration of the Equipment Notesacceleration pursuant to Section 4.02 or otherwise, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of all Equipment Notes held by each such Holderholder, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and fourthFourth, the balance, if any, of such payments or amounts ------- remaining thereafter shall be distributed to, or as directed by, to the Company;Owner Trustee for distribution in accordance with the terms of the Trust Agreement.

Payments After Indenture Event of Default. (a) All payments received and all amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article IV)15 of the Lease or from the application of Section 4.2 hereof) and after either (a) Indenture Trustee has declared the Lease to be in default pursuant to Article 15 thereof or (b) the Notes shall have been declared or shall automatically have become due and payable, as well as together with all payments or amounts then held or thereafter received by the Indenture Trustee hereunder, shall, so long as part of the Indenture Estate while such Indenture Event of Default declaration shall be continuingnot have been rescinded, shall be distributed forthwith by the Indenture Trustee in the following order of priority: firstFirst, so much of such payments or and amounts as shall be required to pay or reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' feesany legal fees and disbursements) or other loss incurred by it (to the extent incurred in connection with its duties as Indenture Trustee (and to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trusteereimbursed) shall be distributed to the TrusteeIndenture Trustee for application to itself; secondSecond, so much of such payments or amounts as shall be required to reimburse the Holders of the Equipment Notes for payments made by them to the Trustee pursuant to Article V (to the extent not previously reimbursed), shall be distributed to such Holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such Holder; third, so much of such payments or and amounts as shall be required to pay in full the aggregate unpaid principal amount of all Equipment NotesNotes then outstanding together with premium, if any, plus the all accrued but unpaid interest thereon to the date of distributiondistribution (including interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) shall be distributed to the Holders holders of the Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, all outstanding Notes ratably, without priority of one any Noteholder over anotherany other, in the proportion that the sum of the aggregate unpaid principal amount of all Equipment the Notes held by each such Holderholder, together with premium, if any, plus the accrued but unpaid interest thereon to the date of distribution, bears to the sum of the aggregate unpaid principal amount of all Equipment Notesoutstanding Notes together with premium, plus the accrued but unpaid interest thereon if any, held by all such holders to the date of distribution, plus accrued but unpaid interest thereon; Third, so much of such payments and amounts as shall be required to pay the then existing or prior Noteholders all amounts then payable and unpaid to them as holders of the Notes as Indemnitees or otherwise under indemnification or other provisions of the Participation Agreement which this Indenture by its terms secures shall be distributed to such existing or prior holders of Notes, ratably to each such holder, without priority of any such holder over any other, in the proportion that the amount of such payments or amounts to which each such holder is so entitled bears to the aggregate amount of such payments and amounts to which all such holders are so entitled; and fourthFourth, the balance, if any, of such payments or and amounts remaining thereafter shall be distributed to, or as directed by, to Owner Trustee for distribution by it in accordance with the Company;terms of the Trust Agreement.

Payments After Indenture Event of Default. (a) All Except as ----------------------------------------- otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Indenture Trustee (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8 hereof) after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to declaration specified in Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV)8.02 hereof, as well as all payments or amounts then held or thereafter received by the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuingEstate, shall be promptly distributed forthwith by the Indenture Trustee in the following order of priority: firstFirst, so much of such payments or amounts as shall be required to pay or (i) ----- reimburse the Indenture Trustee or State Street for any unpaid fees for its services under this Tax (except to the extent resulting from a failure of the Indenture and any tax, liabilityTrustee to withhold taxes pursuant to Section 2.10 hereof), expense (including reasonable attorneys' fees) or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the proceeds of, the Indenture Estate pursuant to Section 8.03 hereof) incurred by the Indenture Trustee or State Street (to the extent reimbursable and not previously reimbursed 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 Indenture Trustee, State Street, the Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee, State Street or any [Trust Indenture And Mortgage (2001-1 747-1)] Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Indenture Trustee as between itself, State Street and the Noteholders in reimbursement of such expenses and any other expenses for which the Indenture Trustee, State Street or the Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all other amounts payable to the extent reasonably incurred Indenture Indemnitees hereunder and under the Participation Agreement, as applicable (other than amounts specified in connection with its duties clauses "Second" through "Fourth" below); ------ ------ and in the case the aggregate amount to be so distributed is insufficient to pay as Trustee) shall be distributed aforesaid, then ratably, without prior of one over the other, in proportion to the Trusteeamounts owed each hereunder and under the Participation Agreement; secondSecond, so much of such payments or amounts remaining as shall be required to ------ reimburse the Holders of the Equipment Notes then existing or prior Noteholders for payments made by them to the Trustee pursuant to Article V Section 9.06 hereof (to the extent not previously reimbursed), shall be distributed to such Holders of the Equipment Notesthen existing or prior Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, by each such Holderthen existing or prior Noteholder pursuant to said Section 9.06 hereof; thirdThird, (i) so much of such payments or amounts remaining as shall be ----- required to pay in full the aggregate unpaid principal amount of all Series A-1 Equipment Notes, plus all Series A-2 Equipment Notes and all Series A-3 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations owed in respect of the Series A-1 Equipment Notes, Series A-2 Equipment Notes and Series A-3 Equipment Notes to the date of distribution, shall be distributed to the Holders Noteholders of the Series A-1 Equipment Notes, Series A-2 Equipment Notes, and Series A-3 Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amountsas aforesaid, then, then ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of all Series A-1 Equipment Notes, all Series A-2 Equipment Notes and all Series A-3 Equipment Notes held by each such Holder, Noteholder plus the accrued but unpaid interest thereon and other amounts due hereunder or thereunder to the date of distribution, bears to the aggregate unpaid principal amount of all Series A-1 Equipment Notes, all Series A-2 Equipment Notes and all Series A-3 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 remaining thereafter shall be distributed to, or as directed by, the Company;

Payments After Indenture Event of Default. (a) All payments received and all amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article IV)Section 17 of the Facility Lease or from the application of Section 4.3 hereof) and after either (a) the Indenture Trustee has declared the Facility Lease to be in default pursuant to Section 17 thereof or (b) the entire principal amount of Notes shall have been declared or shall automatically have become due and payable, as well as together with all payments or amounts then held or thereafter received by the Indenture Trustee hereunder, shall, so long as part of the Indenture Estate while such Indenture Event of Default declaration shall be continuingnot have been rescinded, shall be distributed forthwith by the Indenture Trustee in the following order of priority: firstFirst, so much of such payments and amounts as shall be required to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any expense (including any reasonable legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with the performance of its duties as the Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Indenture Trustee for application to itself; Second, so much of such payments or amounts as shall be required to pay or reimburse the Trustee for any unpaid fees for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' fees) or other loss incurred by the Trustee (to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trustee) shall be distributed to the Trustee; second, so much of such payments or amounts as shall be required to reimburse the Holders of the Equipment Notes for payments made by them to the Trustee pursuant to Article V (to the extent not previously reimbursed), shall be distributed to such Holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such Holder; third, so much of such payments or amounts as shall be required to pay in full the aggregate unpaid principal amount of all Equipment Notes, plus the Notes then outstanding and all accrued but unpaid interest thereon on such Notes to the date of distributionsuch distribution (including interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) shall be distributed to the Holders holders of the Equipment such Notes, and in each case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one any Noteholder over anotherany other, in the proportion that the aggregate unpaid principal amount of all Equipment such Notes held by each such Holder, plus holder and accrued but unpaid interest thereon to the scheduled date of distribution to the Noteholders bears to the aggregate unpaid principal amount of all such Notes held by all such holders and accrued but unpaid interest thereon to the date of distributionscheduled distribution to the Noteholders; Third, so much of such payments and amounts as shall be required to pay the then existing or prior Noteholders all other amounts then payable and unpaid to them as holders of the Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid pursuant to Section 2.10(c) hereof, in respect of such Notes required to be paid pursuant to Section 4.3(a) hereof, shall be distributed to such existing or prior holders of Notes, ratably to each such holder, without priority of any such holder over any other, in the proportion that the amount of such payments or amounts to which each such holder is so entitled bears to the aggregate unpaid principal amount of such payments and amounts to which all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distributionsuch holders are so entitled; and fourthFourth, the balance, if any, of such payments or and amounts remaining thereafter shall be distributed to, or as directed by, to the Company;Lessor for distribution by it in accordance with the terms of the Trust Agreement.

Payments After Indenture Event of Default. (a) All Except as provided in Section 3.05, all payments received and amounts realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV), as well as all payments or amounts then held or thereafter received by the Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed forthwith by the Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay or reimburse the Trustee for any unpaid fees for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' fees) or other loss incurred by the Trustee (to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trustee) shall be distributed to the Trustee; secondFirst, so much of such payments or amounts as shall be required to reimburse the Holders Indenture Trustee for any fees which are due and payable for its services under this Indenture and any tax, expense (including reasonable attorney's fees) or other loss incurred by the Indenture Trustee (to the extent 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 Equipment Notes for payments made by them to the Indenture Trustee pursuant to Article V Section 6.03 (to the extent not previously reimbursed), and to pay such holders of the Equipment Notes the amounts payable to them pursuant to the provisions of the Participation Agreement, shall be distributed to such Holders holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such Holderholder; thirdThird, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Equipment Notesof, plus and Make-Whole Amount, if any, to the extent received from the Lessee as Supplemental Rent, and accrued but unpaid interest thereon (to the date of distribution) on all Equipment Notes, shall be distributed payable to the Holders Loan Participant, then due and payable, whether by declaration of the Equipment Notesacceleration pursuant to Section 5.02 or otherwise, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of all Equipment Notes held by each such Holderholder, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and fourthFourth, the balance, if any, of such payments or amounts remaining thereafter shall be deemed released from the Lien of the Indenture and shall be distributed to, or as directed by, to the Company;Owner Trustee for distribution in accordance with the terms of the Trust Agreement.

Payments After Indenture Event of Default. (a) All Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by the Loan Trustee (including any amounts realized by the Loan Trustee from the exercise of any remedies pursuant to Article IV or pursuant to any Aircraft Security Document) after both an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated become due and payable pursuant to Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV4.02(a), as well as all payments or amounts then held or thereafter received by the Loan Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuingCollateral, shall be promptly distributed forthwith by the Loan Trustee in the following order of priority: Indenture and Security Agreement first, so much of such payments or amounts as shall be required to pay or (i) reimburse the Loan Trustee or WTC, to the extent the Loan Trustee or WTC is entitled to be reimbursed or indemnified under the Financing Agreements, for any unpaid fees for its services under this Indenture and any tax, liabilityTax, expense (including reasonable attorneys' fees) 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 Collateral pursuant to Section 4.02(a)) actually incurred by the Loan Trustee (to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trustee) shall be distributed to the Trustee; second, so much of such payments or amounts as shall be required to reimburse the Holders of the Equipment Notes for payments made by them to the Trustee pursuant to Article V 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 Loan Trustee, WTC or the Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Loan Trustee, WTC or any Noteholder, liquidated or otherwise, upon such Indenture Event of Default shall be applied by the Loan Trustee as between itself, WTC and the Noteholders in reimbursement of such expenses and any other expenses for which the Loan Trustee, WTC or the Noteholders are entitled to reimbursement under any Financing Agreement, and (ii) pay all Secured Obligations then due to the other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, 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 Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such Holders of the Equipment Notesthen existing or prior Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, by each such Holderthen existing or prior Noteholder pursuant to Section 5.03; third, so much of such payments or amounts as shall be required after giving effect to pay in full the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution, shall be distributed to the Holders of the Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over another, in the proportion that the aggregate unpaid principal amount of all Equipment Notes held by each such Holder, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, the Company;clause “second” above:

Payments After Indenture Event of Default. (a) All Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Indenture Trustee (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8 hereof) after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to declaration specified in Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV)8.02 hereof, as well as all payments or amounts then held or thereafter received by the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuingEstate, shall be promptly distributed forthwith by the Indenture Trustee in the following order of priority: firstFirst, so much of such payments or amounts as shall be required to pay or (i) ----- reimburse the Indenture Trustee or State Street for any unpaid fees for its services under this Tax (except to the extent resulting from a failure of the Indenture Trustee to withhold taxes pursuant to Section 2.10 hereof), [Trust Indenture and any tax, liability, Mortgage ([_________])] expense (including reasonable attorneys' fees) or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the proceeds of, the Indenture Estate pursuant to Section 8.03 hereof) incurred by the Indenture Trustee or State Street (to the extent reimbursable and not previously reimbursed 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 Indenture Trustee, State Street, the Noteholders or the Swap Counterparty in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Indenture Trustee, State Street, any Noteholder or the Swap Counterparty, liquidated or otherwise, upon such Event of Default shall be applied by the Indenture Trustee as between itself, State Street, the Noteholders and the Swap Counterparty in reimbursement of such expenses and any other expenses for which the Indenture Trustee, State Street, the Noteholders or the Swap Counterparty are entitled to reimbursement under any Operative Document or the Confirmation and (ii) pay all other amounts payable to the extent reasonably incurred Swap Counterparty or the other Indenture Indemnitees hereunder and under the Participation Agreement or the Confirmation, as applicable (other than amounts specified in connection with its duties clauses "Second" through "Sixth" ------ ----- below); and in the case the aggregate amount to be so distributed is insufficient to pay as Trustee) shall be distributed aforesaid, then ratably, without prior of one over the other, in proportion to the Trusteeamounts owed each hereunder and under the Participation Agreement or the Confirmation; secondSecond, so much of such payments or amounts remaining as shall be required to ------ reimburse the Holders of then existing or prior Noteholders or the Equipment Notes Swap Counterparty for payments made by them to the Trustee pursuant to Article V Section 9.06 hereof (to the extent not previously reimbursed), shall be distributed to such Holders of then existing or prior Noteholders or the Equipment NotesSwap Counterparty ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, by each such Holderthen existing or prior Noteholder or the Swap Counterparty pursuant to said Section 9.06 hereof; thirdThird, to pay to the Swap Counterparty (i) the lesser of the Senior ----- Qualified Substitute Purchase Amount and the then applicable Senior Swap Termination Amount and (ii) any previously due and owing, but unpaid, Periodic Swap Payments; Fourth, (i) so much of such payments or amounts remaining as shall be required ------ to pay in full the aggregate unpaid principal amount of all Series A-1 Equipment Notes and all Series A-2 Equipment Notes, plus and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations owed in respect of the Series A-1 Equipment Notes and Series A-2 Equipment Notes to the date of distribution, shall be distributed to the Holders Noteholders of the Series A-1 Equipment Notes and Series A-2 Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amountsas aforesaid, then, then ratably, without priority of one over anotherthe other, in the proportion that the aggregate unpaid principal amount of all Series A-1 Equipment Notes and all Series A-2 Equipment Notes [Trust Indenture and Mortgage ([_________])] held by each such Holder, Noteholder plus the accrued but unpaid interest thereon and other amounts due hereunder or thereunder to the date of distribution, bears to the aggregate unpaid principal amount of all Series A-1 Equipment Notes, Notes and all Series A-2 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 remaining thereafter shall be distributed to, or as directed by, the Company;

Payments After Indenture Event of Default. (a) All payments received and all amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated pursuant to Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article IV)Section 17 of the Lease or from the application of Section 4.2) and after either (a) the Indenture Trustee has declared the Lease to be in default pursuant to Section 17 thereof or (b) the Lessor Notes shall have been declared or shall automatically have become due and payable, as well as together with all payments or amounts then held or thereafter received by the Indenture Trustee hereunder, shall, so long as part of the Indenture Estate while such Indenture Event of Default declaration shall be continuingnot have been rescinded, shall be distributed forthwith by the Indenture Trustee in the following order of priority: firstFirst, so much of such payments or and amounts as shall be required to pay or reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any tax, liability, expense (including reasonable attorneys' feesany legal fees and disbursements) or other loss incurred by it (to the extent incurred in connection with its duties as the Indenture Trustee (and to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trusteereimbursed) shall be distributed to the TrusteeIndenture Trustee for application to itself; secondSecond, so much of such payments or amounts as shall be required to reimburse the Holders of the Equipment Notes for payments made by them to the Trustee pursuant to Article V (to the extent not previously reimbursed), shall be distributed to such Holders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, each such Holder; third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Equipment Notes, Notes then outstanding (plus any Make-Whole Premium due in respect thereof required to be paid in the circumstances described in clause (i)(z) of Section 2.10(d)) and all accrued but unpaid interest thereon on such Notes to the date of distributionsuch distribution (including interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) shall be distributed to the Holders holders of the Equipment such Notes, and in each case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, ratably without priority of one any Noteholder over anotherany other, in the proportion that the aggregate unpaid principal amount of all Equipment such Notes held by each such Holder, holder (plus any Make-Whole Premium due in respect thereof required to be paid in the circumstances described in clause (i)(z) of Section 2.10(d)) and accrued but unpaid interest thereon to the date of distribution, scheduled distribution to the Noteholders bears to the aggregate unpaid principal amount of all Equipment Notessuch Notes held by all such holders (other than any Make-Whole Premium in respect thereof required to be paid in the circumstances described in clause (i)(z) of Section 2.10(d)), plus the accrued but unpaid interest thereon to the date of distribution; and fourth, scheduled distribution to the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, the CompanyNoteholders;

Payments After Indenture Event of Default. (a) All Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by the Loan Trustee (including any amounts realized by the Loan Trustee from the exercise of any remedies pursuant to Article IV or pursuant to any Aircraft Security Document) after both an Indenture Event of Default shall have occurred and be continuing and after the Equipment Notes shall have been accelerated become due and payable pursuant to Section 4.02 or the Trustee has elected to foreclose or otherwise enforce its rights under this Indenture (including any amounts realized by the Trustee from the exercise of any remedies pursuant to Article IV4.02(a), as well as all payments or amounts then held or thereafter received by the Loan Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuingCollateral, shall be promptly distributed forthwith by the Loan Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay or (i) reimburse the Loan Trustee or WTC, to the extent the Loan Trustee or WTC is entitled to be reimbursed or indemnified under the Financing Agreements, for any unpaid fees for its services under this Indenture and any tax, liabilityTax, expense (including reasonable attorneys' fees) 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 Collateral pursuant to Section 4.02(a)) actually incurred by the Loan Trustee (to the extent reimbursable and not previously reimbursed and to the extent reasonably incurred in connection with its duties as Trustee) shall be distributed to the Trustee; second, so much of such payments or amounts as shall be required to reimburse the Holders of the Equipment Notes for payments made by them to the Trustee pursuant to Article V 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 Loan Trustee, WTC or the Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Loan Trustee, WTC or any Noteholder, liquidated or otherwise, upon such Indenture Event of Default shall be applied by the Loan Trustee as between itself, WTC and the Noteholders in reimbursement of such expenses and any other expenses for which the Loan Trustee, WTC or the Noteholders are entitled to reimbursement under any Financing Agreement, and (ii) all Secured Obligations then due to the other Indenture Indemnitees under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, 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 Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such Holders of the Equipment Notesthen existing or prior Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by, or payable to, by each such Holderthen existing or prior Noteholder pursuant to Section 5.03; third, so much of such payments or amounts as shall be required after giving effect to pay in full the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution, shall be distributed to the Holders of the Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full the aforesaid amounts, then, ratably, without priority of one over another, in the proportion that the aggregate unpaid principal amount of all Equipment Notes held by each such Holder, plus the accrued but unpaid interest thereon to the date of distribution, bears to the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid interest thereon to the date of distribution; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to, or as directed by, the Company;clause “second” above: