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

Payments After Lease Indenture Event of Default. All payments received and all amounts held or realized by the Indenture Trustee after a Lease Indenture Event of Default shall have occurred and be continuing (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to 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 Lessor Notes shall have been declared or shall automatically have become due and payable, together with all payments or amounts then held or thereafter received by the Indenture Trustee hereunder, shall, so long as such declaration shall not have been rescinded, be distributed forthwith by the Indenture Trustee in the following order of priority: First, so much of such payments and amounts as shall be required to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 cost, fee and expense (including any legal fees and disbursements) or 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) 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 the aggregate unpaid principal amount of all Lessor Notes then outstanding and all accrued but unpaid interest on such Lessor Notes to the date of such distribution (including interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) shall be distributed to the holders of such Lessor Notes, in each case ratably, without priority of any Noteholder over any other, in the proportion that the aggregate unpaid principal amount of all such Lessor Notes held by each such 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 Lessor Notes held by all such holders and accrued but unpaid interest thereon to the date of scheduled 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 Lessor Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid pursuant to Section 2.10(d) hereof, in respect of such Lessor Notes required to be paid pursuant to Section 4.3(a) hereof, shall be distributed to such existing or prior holders of Lessor 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 Fourth, the balance, if any, of such payments and amounts remaining shall be distributed to the Owner Lessor for distribution by it in accordance with the terms of the LLC Agreement.

Payments After Lease Indenture Event of Default. All payments received and all amounts held or realized by the Indenture Trustee after a Lease Indenture Event of Default shall have occurred and be continuing (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to 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 Lessor Notes shall have been declared or shall automatically have become due and payable, together with all payments or amounts then held or thereafter received by the Indenture Trustee hereunder, shall, so long as such declaration shall not have been rescinded, be distributed forthwith by the Indenture Trustee in the following order of priority: First, 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 cost, fee and expense (including any legal fees and disbursements) or 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) 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 the aggregate unpaid principal amount of all Lessor Notes then outstanding and all accrued but unpaid interest on such Lessor Notes to the date of such distribution (including interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) shall be distributed to the holders of such Lessor Notes, in each case ratably, without priority of any Noteholder over any other, in the proportion that the aggregate unpaid principal amount of all such Lessor Notes held by each such 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 Lessor Notes held by all such holders and accrued but unpaid interest thereon to the date of scheduled 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 Lessor Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid pursuant to Section 2.10(d) hereof, in respect of such Lessor Notes required to be paid pursuant to Section 4.3(a) hereof, shall be distributed to such existing or prior holders of Lessor 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 Fourth, the balance, if any, of such payments and amounts remaining shall be distributed to the Owner Lessor for distribution by it in accordance with the terms of the LLC Agreement.

Payments After Lease Indenture Event of Default. All payments received and all amounts held or realized by Notwithstanding Section 2.7 hereof, (a) if, during the Indenture Trustee after continuance of a Lease Indenture Event of Default shall have occurred and be continuing (including any amounts realized by Default, the Lease Indenture Trustee from (acting on the exercise of any remedies pursuant to Section 17 instruction of the Facility Lease or from the application of Section 4.3 hereofRequired Holders) and after either (a) the Indenture Trustee has declared the Facility Lease elected to be pursue remedies in default pursuant to Section 17 respect thereof or (b) the entire principal amount of the Lessor Notes shall have been declared or shall automatically have become due and payablepayable as provided herein, together with all payments (other than Excepted Payments) received by the Lease Indenture Trustee in respect of, all amounts (other than Excepted Payments) held or realized by the Lease Indenture Trustee upon, and all other payments or amounts then (other than Excepted Payments) held or thereafter received by the Lease Indenture Trustee hereunderas part of, shall, so long as such declaration shall not have been rescinded, be distributed forthwith by the Indenture Trustee Estate shall be promptly distributed 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 cost, fee and expense (including any legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with its duties as the Lease Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Indenture Trustee for application to itself; SecondTrustee, so much of such payments or amounts as shall be required to reimburse the Lease Indenture Trustee for any amounts payable to it under Section 12.1 of the Participation Agreement and not previously paid to the Lease Indenture Trustee pursuant to Section 3.4 hereof; SECOND, so much of such payments or amounts, as shall be required to pay to the Holders all amounts payable to the Holders pursuant to the Operative Documents, including, without limitation, the indemnification provisions of Sections 12.1 and 12.2 of the Participation Agreement, but excluding principal and interest on the Lessor Notes, shall be distributed to the Holders as their interests may appear, and if the aggregate amount shall be insufficient to pay all such amounts in full, such amount shall be distributed ratably, without priority of any Holder over any other Holder, in the proportion that the aggregate amount due each such Holder under this clause "SECOND" bears to the aggregate amount due to all such Holders under this clause "SECOND"; THIRD, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Lessor Notes then outstanding and all accrued but unpaid interest on such Lessor Notes thereon to the date of such distribution (including as well as any interest on overdue principal and, to the extent permitted by Applicable Requirements of Law, overdue interest) interest at the Overdue Rate), shall be distributed to the holders of Holders, and if the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then such Lessor Notesdistribution shall be made, in each case ratably, without priority of any Noteholder one over any the other, in the proportion that the aggregate unpaid principal amount of all such Lessor Notes held by each such holder and Holder, plus the accrued but unpaid interest thereon to the scheduled date of distribution to the Noteholders distribution, bears to the aggregate unpaid principal amount of all such Lessor Notes held by all such holders and Notes, plus the accrued but unpaid interest thereon to the date of scheduled distribution distribution; FOURTH, to the Noteholders; ThirdHolders (other than the Facility Lessee or any Affiliate thereof), so much of such payments and or amounts as shall be required to pay reimburse each such Holder for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the then existing expense of, or prior Noteholders all other amounts then payable charged upon, the tolls, rents, revenues, issues, products and unpaid to them as holders profits of the Lessor Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid Estate pursuant to Section 2.10(d4.5 (b) hereof) incurred by such Holder (to the extent not previously reimbursed) under the Operative Documents, including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by such Holder in respect the protection, exercise or enforcement of any right, power or remedy or any damages sustained by such Holder, liquidated or otherwise, upon such Lease Indenture Event of Default shall be applied by such Holder in reimbursement of such Lessor Notes required to be paid pursuant to Section 4.3(a) hereof, shall be distributed to such existing or prior holders of Lessor 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 entitledexpenses; and FourthFIFTH, the balance, if any, of such payments and or amounts remaining thereafter shall be distributed paid to the Owner Lessor Trust for distribution by it in accordance with the terms of the LLC Trust Agreement.

Payments After Lease Indenture Event of Default. All payments received and all amounts held or realized by If, during the Indenture Trustee after continuance of a Lease Indenture Event of Default shall have occurred and be continuing (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Section 17 of the Facility Lease or from the application of Section 4.3 hereof) and after either Default, (a) the Indenture Trustee Security Agent has declared the Facility Lease elected to be pursue remedies in default pursuant to Section 17 respect thereof or (b) the entire principal amount of the Lessor Notes shall have been declared or shall automatically have become due and payablepayable as provided herein, together with all payments (other than Excepted Payments) received by the Security Agent or the Lease Indenture Trustee or by each Paying Agent in respect of all amounts (other than Excepted Payments) held or realized by the Security Agent or the Lease Indenture Trustee upon, and all other payments or amounts then (other than Excepted Payments) held or thereafter received by the Security Agent or the Lease Indenture Trustee hereunder, shall, so long or by each Paying Agent as such declaration shall not have been rescinded, be distributed forthwith by part of the Indenture Trustee Estate shall be promptly distributed 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 cost, fee and expense (including any legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with its duties as the Lease Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Indenture Trustee for application to itself; SecondSecurity Agent, so much of such payments or amounts as shall be required to reimburse the Lease Indenture Trustee and the Security Agent for any amounts payable to them under Section 8.7 hereof and Section 10.1 of the Participation Agreement and not previously paid; SECOND, ratably paid to (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Lessor Notes then outstanding and all accrued but unpaid interest on such Lessor Notes and premium, if any, thereon to the date of such distribution (including as well as any interest on overdue principal and, to the extent permitted by Applicable Requirements of Law, overdue interestinterest as provided in Section 5.1(b) hereof), shall be distributed to the holders Noteholders, (ii) all amounts as shall be required to reimburse to the issuer of the Debt Service Reserve Letter of Credit for any drawings thereunder that are due and payable, and if the aggregate amount shall be insufficient to pay all such Lessor Notesamounts of (i) and (ii) above in full, in each case such amounts shall be distributed ratably, without priority of any Noteholder Lease Indenture Secured Party over any otherother Lease Indenture Secured Party, in the proportion that the aggregate unpaid principal amount of due to each such Lease Indenture Secured Party under this clause "SECOND" bears to the aggregate amount due to all such Lessor Notes held by Noteholders under this clause "SECOND"; and if the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then such distribution shall be made, ratably, without priority of one Lease Indenture Secured Party over any other Lease Indenture Secured Party, in the proportion that the aggregate amount due to each such holder and Lease Indenture Secured Party, plus the accrued but unpaid interest or fees thereon to the scheduled date of distribution to the Noteholders distribution, bears to the aggregate unpaid principal amount of all due to each such Lessor Notes held by all such holders and Lease Indenture Secured Party, plus the accrued but unpaid interest or fees thereon to the date of scheduled distribution distribution; THIRD, to the Noteholders; Third, so much of such payments and or amounts as shall be required to pay reimburse each such Noteholder, in each case to the then existing extent the Facility Lessee has an obligation to indemnify under the Participation Agreement, for any tax, expense, charge or prior Noteholders other loss (including, without limitation, all other amounts then payable to be expended at the expense of, or charged upon, the tolls, rents, revenues, issues, products and unpaid to them as holders profits of the Lessor Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid Estate pursuant to Section 2.10(d7.5(b) hereof) incurred by such Noteholder (to the extent reimbursable and not previously reimbursed) under the Operative Documents, including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by such Noteholder in respect the protection, exercise or enforcement of any right, power or remedy or any damages sustained by such Noteholder, liquidated or otherwise, upon such Lease Indenture Event of Default shall be applied by such Noteholder in reimbursement of such Lessor Notes required to be paid pursuant to Section 4.3(a) hereof, shall be distributed to such existing or prior holders of Lessor 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 entitledexpenses; and FourthFOURTH, the balance, if any, of such payments and or amounts remaining thereafter shall be distributed paid to the Owner Lessor for distribution by it in accordance with the terms of the Lessor LLC Agreement.

Payments After Lease Indenture Event of Default. All payments received and all amounts held or realized by the Lease Indenture Trustee after a Lease Indenture Event of Default shall have occurred and be continuing (including any amounts realized by the Lease Indenture Trustee from the exercise of any remedies pursuant to Section 17 of the Facility Lease or from the application of Section 4.3 4.2 hereof) and after either (a) the Lease Indenture Trustee has declared the Facility Lease to be in default pursuant to Section 17 thereof or (b) the entire principal amount of Lessor Notes Note shall have been declared or shall automatically have become due and payable, together with all payments or amounts then held or thereafter received by the Lease Indenture Trustee hereunder, shall, so long as such declaration shall not have been rescinded, be distributed forthwith by the Lease Indenture Trustee in the following order of priority: First, so much of such payments and amounts as shall be required to reimburse the Lease Indenture Trustee for any unpaid fees for its services under this Indenture and any cost, fee and expense (including any legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with its duties as the Lease Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Lease Indenture Trustee for application to itself; Second, so much of such payments or amounts payment remaining as shall be required to pay the aggregate unpaid principal amount of all Lessor Notes then outstanding (plus any Change of Control Premium due in respect thereof required to be paid pursuant to Section 4.2(a)) and all accrued but unpaid interest on such Lessor Notes to the date of such distribution (including interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) shall be distributed to the holders of such Lessor Notes, in each case ratably, ratably without priority of any Noteholder over any other, in the proportion that the aggregate unpaid principal amount of all such Lessor Notes held by each such holder (plus any Change of Control Premium due in respect thereof required to be paid pursuant to Section 4.2(a)) 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 Lessor Notes held by all such holders (plus any Change of Control Premium in respect thereof required to be paid pursuant to Section 4.2(a)) and accrued but unpaid interest thereon to the date of scheduled 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 Lessor Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid pursuant to Section 2.10(d) hereof, in respect of such Lessor Notes required to be paid pursuant to Section 4.3(a) hereof, secures shall be distributed to such existing or prior holders of Lessor 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 Fourth, the balance, if any, of such payments and amounts remaining shall be distributed to the Owner Lessor for distribution by it in accordance with the terms of the LLC Agreement.such

Payments After Lease Indenture Event of Default. All payments received and all amounts held or realized by If, during the Indenture Trustee after continuance of a Lease Indenture Event of Default shall have occurred and be continuing (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Section 17 of the Facility Lease or from the application of Section 4.3 hereof) and after either Default, (a) the Indenture Trustee Security Agent has declared the Facility Lease elected to be pursue remedies in default pursuant to Section 17 respect thereof or (b) the entire principal amount of the Lessor Notes shall have been declared or shall automatically have become due and payablepayable as provided herein, together with all payments (other than Excepted Payments) received by the Security Agent or the Lease Indenture Trustee or by each Paying Agent in respect of all amounts (other than Excepted Payments) held or realized by the Security Agent or the Lease Indenture Trustee upon, and all other payments or amounts then (other than Excepted Payments) held or thereafter received by the Security Agent or the Lease Indenture Trustee hereunder, shall, so long or by each Paying Agent as such declaration shall not have been rescinded, be distributed forthwith by part of the Indenture Trustee Estate shall be promptly distributed 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 cost, fee and expense (including any legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with its duties as the Lease Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Indenture Trustee for application to itself; SecondSecurity Agent, so much of such payments or amounts as shall be required to reimburse the Lease Indenture Trustee and the Security Agent for any amounts payable to them under Section 8.7 hereof and Section 10.1 of the Participation Agreement and not previously paid; second, ratably paid to (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Lessor Notes then outstanding and all accrued but unpaid interest on such Lessor Notes and premium, if any, thereon to the date of such distribution (including as well as any interest on overdue principal and, to the extent permitted by Applicable Requirements of Law, overdue interestinterest as provided in Section 5.1(b) hereof), shall be distributed to the holders Noteholders, (ii) all amounts as shall be required to reimburse to the Issuer of such Lessor the Debt Service Reserve Letter of Credit for any drawings thereunder that are due and payable or to pay in full the aggregate principal, accrued interest and other fees and expenses (as well as any interest on overdue principal and, to the extent permitted by Requirements of Law, on overdue interest) then due and payable under the DSR Notes, and if the aggregate amount shall be insufficient to pay all such amounts of (i) and (ii) above in each case full, such amounts shall be distributed ratably, without priority of any Noteholder Lease Indenture Secured Party over any otherother Lease Indenture Secured Party, in the proportion that the aggregate unpaid principal amount of due to each such Lease Indenture Secured Party under this clause "second" bears to the aggregate amount due to all such Lessor Notes held by Noteholders under this clause "second"; and if the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then such distribution shall be made, ratably, without priority of one Lease Indenture Secured Party over any other Lease Indenture Secured Party, in the proportion that the aggregate amount due to each such holder and Lease Indenture Secured Party, plus the accrued but unpaid interest or fees thereon to the scheduled date of distribution to the Noteholders distribution, bears to the aggregate unpaid principal amount of all due to each such Lessor Notes held by all such holders and Lease Indenture Secured Party, plus the accrued but unpaid interest or fees thereon to the date of scheduled distribution distribution; third, to the Noteholders; Third, so much of such payments and or amounts as shall be required to pay reimburse each such Noteholder, in each case to the then existing extent the Facility Lessee has an obligation to indemnify under the Participation Agreement, for any tax, expense, charge or prior Noteholders other loss (including, without limitation, all other amounts then payable to be expended at the expense of, or charged upon, the tolls, rents, revenues, issues, products and unpaid to them as holders profits of the Lessor Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid Estate pursuant to Section 2.10(d7.5(b) hereof) incurred by such Noteholder (to the extent reimbursable and not previously reimbursed) under the Operative Documents, including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by such Noteholder in respect the protection, exercise or enforcement of any right, power or remedy or any damages sustained by such Noteholder, liquidated or otherwise, upon such Lease Indenture Event of Default shall be applied by such Noteholder in reimbursement of such Lessor Notes required to be paid pursuant to Section 4.3(a) hereof, shall be distributed to such existing or prior holders of Lessor 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 entitledexpenses; and Fourthfourth, the balance, if any, of such payments and or amounts remaining thereafter shall be distributed paid to the Owner Lessor for distribution by it in accordance with the terms of the Lessor LLC Agreement.

Payments After Lease Indenture Event of Default. All payments received and all amounts held or realized by If, during the Indenture Trustee after continuance of a Lease Indenture Event of Default shall have occurred and be continuing (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Section 17 of the Facility Lease or from the application of Section 4.3 hereof) and after either Default, (a) the Indenture Trustee Security Agent has declared the Facility Lease elected to be pursue remedies in default pursuant to Section 17 respect thereof or (b) the entire principal amount of the Lessor Notes shall have been declared or shall automatically have become due and payablepayable as provided herein, together with all payments (other than Excepted Payments) received by the Security Agent or the Lease Indenture Trustee or by each Paying Agent in respect of all amounts (other than Excepted Payments) held or realized by the Security Agent or the Lease Indenture Trustee upon, and all other payments or amounts then (other than Excepted Payments) held or thereafter received by the Security Agent or the Lease Indenture Trustee hereunder, shall, so long or by each Paying Agent as such declaration shall not have been rescinded, be distributed forthwith by part of the Indenture Trustee Estate shall be promptly distributed 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 cost, fee and expense (including any legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with its duties as the Lease Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Indenture Trustee for application to itself; SecondSecurity Agent, so much of such payments or amounts as shall be required to reimburse the Lease Indenture Trustee and the Security Agent for any amounts payable to them under Section 8.7 hereof and Section 10.1 of the Participation Agreement and not previously paid; SECOND, ratably paid to (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Lessor Notes then outstanding and all accrued but unpaid interest on such Lessor Notes and premium, if any, thereon to the date of such distribution (including as well as any interest on overdue principal and, to the extent permitted by Applicable Requirements of Law, overdue interestinterest as provided in Section 5.1(b) hereof), shall be distributed to the holders Noteholders, (ii) all amounts as shall be required to reimburse to the Issuer of such Lessor the Debt Service Reserve Letter of Credit for any drawings thereunder that are due and payable or to pay in full the aggregate principal, accrued interest and other fees and expenses (as well as any interest on overdue principal and, to the extent permitted by Requirements of Law, on overdue interest) then due and payable under the DSR Notes, and if the aggregate amount shall be insufficient to pay all such amounts of (i) and (ii) above in each case full, such amounts shall be distributed ratably, without priority of any Noteholder Lease Indenture Secured Party over any otherother Lease Indenture Secured Party, in the proportion that the aggregate unpaid principal amount of due to each such Lease Indenture Secured Party under this clause "SECOND" bears to the aggregate amount due to all such Lessor Notes held by Noteholders under this clause "SECOND"; and if the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then such distribution shall be made, ratably, without priority of one Lease Indenture Secured Party over any other Lease Indenture Secured Party, in the proportion that the aggregate amount due to each such holder and Lease Indenture Secured Party, plus the accrued but unpaid interest or fees thereon to the scheduled date of distribution to the Noteholders distribution, bears to the aggregate unpaid principal amount of all due to each such Lessor Notes held by all such holders and Lease Indenture Secured Party, plus the accrued but unpaid interest or fees thereon to the date of scheduled distribution distribution; THIRD, to the Noteholders; Third, so much of such payments and or amounts as shall be required to pay reimburse each such Noteholder, in each case to the then existing extent the Facility Lessee has an obligation to indemnify under the Participation Agreement, for any tax, expense, charge or prior Noteholders other loss (including, without limitation, all other amounts then payable to be expended at the expense of, or charged upon, the tolls, rents, revenues, issues, products and unpaid to them as holders profits of the Lessor Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid Estate pursuant to Section 2.10(d7.5(b) hereof) incurred by such Noteholder (to the extent reimbursable and not previously reimbursed) under the Operative Documents, including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by such Noteholder in respect the protection, exercise or enforcement of any right, power or remedy or any damages sustained by such Noteholder, liquidated or otherwise, upon such Lease Indenture Event of Default shall be applied by such Noteholder in reimbursement of such Lessor Notes required to be paid pursuant to Section 4.3(a) hereof, shall be distributed to such existing or prior holders of Lessor 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 entitledexpenses; and FourthFOURTH, the balance, if any, of such payments and or amounts remaining thereafter shall be distributed paid to the Owner Lessor for distribution by it in accordance with the terms of the Lessor LLC Agreement.

Payments After Lease Indenture Event of Default. All payments received and all amounts held or realized by the Lease Indenture Trustee after a Lease Indenture Event of Default shall have occurred and be continuing (including any amounts realized by the Lease Indenture Trustee from the exercise of any remedies pursuant to Section 17 of the Facility Lease or from the application of Section 4.3 4.2 hereof) and after either (a) the Lease Indenture Trustee has declared the Facility Lease to be in default pursuant to Section 17 thereof or (b) the entire principal amount of Lessor Notes Note shall have been declared or shall automatically have become due and payable, together with all payments or amounts then held or thereafter received by the Lease Indenture Trustee hereunder, shall, so long as such declaration shall not have been rescinded, be distributed forthwith by the Lease Indenture Trustee in the following order of priority: First, so much of such payments and amounts as shall be required to reimburse the Lease Indenture Trustee for any unpaid fees for its services under this Indenture and any cost, fee and expense (including any legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with its duties as the Lease Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Lease Indenture Trustee for application to itself; Second, so much of such payments or amounts payment remaining as shall be required to pay the aggregate unpaid principal amount of all Lessor Notes then outstanding (plus any Change of Control Premium due in respect thereof required to be paid pursuant to Section 4.2(a)) and all accrued but unpaid interest on such Lessor Notes to the date of such distribution (including interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) shall be distributed to the holders of such Lessor Notes, in each case ratably, ratably without priority of any Noteholder over any other, in the proportion that the aggregate unpaid principal amount of all such Lessor Notes held by each such holder (plus any Change of Control Premium due in respect thereof required to be paid pursuant to Section 4.2(a)) 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 Lessor Notes held by all such holders (plus any Change of Control Premium in respect thereof required to be paid pursuant to Section 4.2(a)) and accrued but unpaid interest thereon to the date of scheduled 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 Lessor Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid pursuant to Section 2.10(d) hereof, in respect of such Lessor Notes required to be paid pursuant to Section 4.3(a) hereof, secures shall be distributed to such existing or prior holders of Lessor 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 Fourth, the balance, if any, of such payments and amounts remaining shall be distributed to the Owner Lessor for distribution by it in accordance with the terms of the LLC Agreement.

Payments After Lease Indenture Event of Default. All payments received and all amounts held or realized by If, during the Indenture Trustee after continuance of a Lease Indenture Event of Default shall have occurred and be continuing Default, the Security Agent (including any amounts realized by the Indenture Trustee from the exercise acting upon a Notice of any Action) has elected to pursue remedies pursuant to 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 respect thereof or (b) the entire principal amount of the Lessor Notes shall have been declared or shall automatically have become due and payablepayable as provided herein, together with all payments (other than Excepted Payments) received by the Security Agent or the Lease Indenture Trustee or by each Paying Agent in respect of all amounts (other than Excepted Payments) held or realized by the Security Agent or the Lease Indenture Trustee upon, and all other payments or amounts then (other than Excepted Payments) held or thereafter received by the Security Agent or the Lease Indenture Trustee hereunder, shall, so long or by each Paying Agent as such declaration shall not have been rescinded, be distributed forthwith by part of the Indenture Trustee Estate shall be promptly distributed 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 cost, fee and expense (including any legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with its duties as the Lease Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Indenture Trustee for application to itself; SecondSecurity Agent, so much of such payments or amounts as shall be required to reimburse the Lease Indenture Trustee and the Security Agent for any amounts payable to them under Section 8.7 hereof and Section 10.1 of the Participation Agreement and not previously paid; SECOND, ratably paid to (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Lessor Notes then outstanding and all accrued but unpaid interest on such Lessor Notes and premium, if any, thereon to the date of such distribution (including as well as any interest on overdue principal and, to the extent permitted by Applicable Requirements of Law, overdue interestinterest as provided in Section 5.1(b) hereof), shall be distributed to the holders Noteholders, (ii) all amounts as shall be required to reimburse to the issuer of the Debt Service Reserve Letter of Credit for any drawings thereunder that is due and payable, and if the aggregate amount shall be insufficient to pay all such Lessor Notesamounts of (i) and (ii) above in full, in each case such amounts shall be distributed ratably, without priority of any Lease Indenture Secured Party over any other Lease Indenture Secured Party, in the proportion that the aggregate amount due each such Lease Indenture Secured Party under this clause "SECOND" bears to the aggregate amount due to all such Noteholders under this clause "SECOND"; and if the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then such distribution shall be made, ratably, without priority of one Noteholder over any otherother Noteholder, in the proportion that the aggregate unpaid principal amount of all such Lessor Notes held by each such holder and Noteholder, plus the accrued but unpaid interest thereon to the scheduled date of distribution to the Noteholders distribution, bears to the aggregate unpaid principal amount of all such Lessor Notes held by all such holders and Notes, plus the accrued but unpaid interest thereon to the date of scheduled distribution distribution; THIRD, to the Noteholders; Third, so much of such payments and or amounts as shall be required to pay reimburse each such Noteholder for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the then existing expense of, or prior Noteholders all other amounts then payable charged upon, the tolls, rents, revenues, issues, products and unpaid to them as holders profits of the Lessor Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid Estate pursuant to Section 2.10(d7.5(b) hereof) incurred by such Noteholder (to the extent reimbursable and not previously reimbursed) under the Operative Documents, including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by such Noteholder in respect the protection, exercise or enforcement of any right, power or remedy or any damages sustained by such Noteholder, liquidated or otherwise, upon such Lease Indenture Event of Default shall be applied by such Noteholder in reimbursement of such Lessor Notes required to be paid pursuant to Section 4.3(a) hereof, shall be distributed to such existing or prior holders of Lessor 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 entitledexpenses; and FourthFOURTH, the balance, if any, of such payments and or amounts remaining thereafter shall be distributed paid to the Owner Lessor for distribution by it in accordance with the terms of the Lessor LLC Agreement.

Payments After Lease Indenture Event of Default. All payments received and all amounts held or realized by the Lease Indenture Trustee after a Lease Indenture Event of Default shall have occurred and be continuing (including any amounts realized by the Lease Indenture Trustee from the exercise of any remedies pursuant to Section 17 of the Facility Lease or from the application of Section 4.3 hereof) and after either (a) the Lease Indenture Trustee has declared the Facility Lease to be in default pursuant to Section 17 thereof or (b) the entire principal amount of Lessor Notes shall have been declared or shall automatically have become due and payable, together with all payments or amounts then held or thereafter received by the Lease Indenture Trustee hereunder, shall, so long as such declaration shall not have been rescinded, be distributed forthwith by the Lease Indenture Trustee in the following order of priority: First, so much of such payments and amounts as shall be required to ----- reimburse the Lease Indenture Trustee for any unpaid fees for its services under this Indenture and any cost, fee and reasonable expense (including any reasonable legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with its duties as the Lease Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Lease Indenture Trustee for application to itself; Second, so much of such payments or amounts payment remaining as shall be required to pay the ------ aggregate unpaid principal amount of all Lessor Notes then outstanding and all accrued but unpaid interest on such Lessor Notes to the date of such distribution (including interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) shall be distributed to the holders of such Lessor NotesNoteholders, in each case ratably, ratably without priority of any Noteholder over any other, in the proportion that the aggregate unpaid principal amount of all such Lessor Notes held by each such holder Noteholder 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 Lessor Notes held by all such holders the Noteholders and accrued but unpaid interest thereon to the date of scheduled 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 Lessor Notes which existing or prior Noteholders that this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid pursuant to Section 2.10(d) hereof, in respect of such Lessor Notes required to be paid pursuant to Section 4.3(a) hereof, secures shall be distributed to such existing or prior holders of Lessor NotesNoteholders, ratably to each such holderNoteholder, without priority of any such holder Noteholder over any other, in the proportion that the amount of such payments or amounts to which each such holder Noteholder is so entitled bears to the aggregate amount of such payments and amounts to which all such holders Noteholders are so entitled; and Fourth, the balance, if any, of such payments and amounts remaining shall ------ be distributed to the Owner Lessor for distribution by it in accordance with the terms of the LLC Agreement.