Common use of Payments During Continuance of Indenture Event of Default Clause in Contracts

Payments During Continuance of Indenture Event of Default. All payments (except Excluded Payments) received and amounts held or realized by the Indenture Trustee after an 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 Article 8), as well as all payments or amounts then held or thereafter received by Indenture-28 (1995 777 C) the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay the Indenture Trustee all amounts then due it pursuant to Section 9.06 shall be applied to pay the Indenture Trustee such amounts; second, so much of such payments or amounts remaining as shall be required to pay the expenses incurred (including unbilled expenses in respect of property delivered or contracted for or services rendered or contracted for if the amount of such expenses is liquidated) in using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements of and to the Indenture Estate and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine and make reports upon the properties, books and records of the Owner Trustee and, to the extent permitted under the Lease, the Company), all in accordance with Section 8.03(c), shall be applied for such purposes; third, so much of such payments or amounts remaining as shall be required to pay the principal of, premium, if any, to the extent payable by the Owner Trustee pursuant to Section 6.01(b)(ii) or to the extent received by the Indenture Trustee from the Company as Supplemental Rent, and accrued interest, on all Certificates Outstanding, whether by declaration of acceleration pursuant to Section 8.02 or otherwise, shall be applied to the payment of such interest, principal and premium, if any, and in case such payments or amounts shall be insufficient to pay in full the whole amount so due and unpaid, then to the payment of such interest, principal and premium, if any, without any preference or priority of one Certificate over another, ratably according to the aggregate amount so due for interest, principal and premium, if any, at the date fixed by the Indenture Trustee for the distribution of such payments or amounts; and

Payments During Continuance of Indenture Event of Default. All payments (except Excluded Payments) received and amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing continuing, and after the Indenture Trustee shall foreclose or enforce this Indenture or after the Certificates shall have become due and payable as provided in Section 8.02 (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8), as well as all payments or amounts then held or thereafter received by Indenture-28 (1995 777 C) the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay the Indenture Trustee all amounts then due it pursuant to Section 9.06 shall be applied to pay the Indenture Trustee such amounts; second, so much of such payments or amounts remaining as shall be required to (i) pay the expenses incurred (including unbilled expenses in respect of property delivered or contracted for or services rendered or contracted for if the amount of such expenses is liquidated) in using, operating, storing, leasing, controlling or managing the TRUST INDENTURE AND SECURITY AGREEMENT [N396SW] -22- 29 Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements of and to the Indenture Estate and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine and make reports upon the properties, books and records of the Owner Trustee and, to the extent permitted under the Lease, the Company), all in accordance with Section 8.03(c), shall be applied for such purposespurposes and (ii) reimburse the Holders in full for payments made pursuant to Section 9.01(c) (to the extent not previously reimbursed) shall be distributed to such Holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Certificate over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such Holder pursuant to Section 9.01(c) bears to the aggregate amount of the unreimbursed payments made by all Holders pursuant to Section 9.01(c); third, so much of such payments or amounts remaining as shall be required to pay the principal of, premiumBreak Amount, if any, to the extent payable by the Owner Trustee pursuant to Section 6.01(b)(ii) or to the extent received by the Indenture Trustee from the Company as Supplemental Rent, and accrued interest, interest on all Certificates OutstandingOutstanding and all other amounts payable to the Holders hereunder or under the Participation Agreement and then due and payable, whether by declaration of acceleration pursuant to Section 8.02 or otherwise, shall be applied to the payment of such interest, principal and premiumprincipal, Break Amount, if any, and such other amounts; and in case such payments or amounts shall be insufficient to pay in full the whole amount so due and unpaid, then to the payment of such interest, principal and premiumprincipal, Break Amount, if any, such other amounts and interest, without any preference or priority of one Certificate over another, ratably according to the aggregate amount so due for interest, principal and premiumprincipal, Break Amount, if any, and such other amounts at the date fixed by the Indenture Trustee for the distribution of such payments or amounts; andand fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee to be held or distributed to the Owner Participant in accordance with the terms of the Trust Agreement.

Payments During Continuance of Indenture Event of Default. All payments (except Excluded Payments) received and amounts held or realized by the Indenture Trustee after an 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 Article 8), as well as all payments or amounts then held or thereafter received by Indenture-28 (1995 777 C) the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay the Indenture Trustee all amounts then due it pursuant to Section 9.06 shall be applied to pay the Indenture Trustee such amounts; second, so much of such payments or amounts remaining as shall be required to pay the expenses incurred (including unbilled expenses in respect of property delivered or contracted for or services rendered or contracted for if the amount of such expenses is liquidated) in using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements of and to the Indenture Estate and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine and make reports upon the properties, books and records of the Owner Trustee and, to the extent permitted under the Lease, the Company), all in accordance with Section 8.03(c), shall be applied for such purposes; third, so much of such payments or amounts remaining as shall be required to pay the principal of, premium, if any, to the extent payable by the Owner Trustee pursuant to Section 6.01(b)(ii6.0l(b)(ii) or to the extent received by the Indenture Trustee from the Company as Supplemental Rent, and accrued interest, on all Certificates Outstanding, whether by declaration of acceleration pursuant to Section 8.02 or otherwise, shall be applied to the payment of such interest, principal and premium, if any, and in case such payments or amounts shall be insufficient to pay in full the whole amount so due and unpaid, then to the payment of such interest, interest principal and premium, if any, without any preference or priority of one Certificate over another, ratably according to the aggregate amount so due for interest, principal and premium, if any, at the date fixed by the Indenture Trustee for the distribution of such payments or amounts; and

Payments During Continuance of Indenture Event of Default. All payments (except Excluded Payments) received and amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing continuing, and after the Indenture Trustee shall foreclose or enforce this Indenture or after the Certificates shall have become due and payable as provided in Section 8.02 (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8), as well as all payments or amounts then held or thereafter received by Indenture-28 (1995 777 C) the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay the Indenture Trustee all amounts then due it pursuant to Section 9.06 shall be applied to pay the Indenture Trustee such amounts; second, so much of such payments or amounts remaining as shall be required to (i) pay the expenses incurred (including unbilled expenses in respect of property delivered or contracted for or services rendered or contracted for if the amount of such expenses is liquidated) in using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements of and to the Indenture Estate and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine and make reports upon the properties, books and records of the Owner Trustee and, to the extent permitted under the Lease, the Company), all in accordance with Section 8.03(c), shall be applied for such purposespurposes and (ii) reimburse the Holders in full for payments made pursuant to Section 9.01(c) (to the extent not previously reimbursed) shall be distributed to such Holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Certificate over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such Holder pursuant to Section 9.01(c) bears to the aggregate amount of the unreimbursed payments made by all Holders pursuant to Section 9.01(c); third, so much of such payments or amounts remaining as shall be required to pay the principal of, premiumBreak Amount, if any, to the extent payable by the Owner Trustee pursuant to Section 6.01(b)(ii) or to the extent received by the Indenture Trustee from the Company as Supplemental Rent, and accrued interest, interest on all Certificates OutstandingOutstanding and all other amounts payable to the Holders hereunder or under the Participation Agreement and then due and payable, whether by declaration of acceleration pursuant to Section 8.02 or TRUST INDENTURE AND SECURITY AGREEMENT [N605SW] -21- 28 otherwise, shall be applied to the payment of such interest, principal and premiumprincipal, Break Amount, if any, and such other amounts; and in case such payments or amounts shall be insufficient to pay in full the whole amount so due and unpaid, then to the payment of such interest, principal and premiumprincipal, Break Amount, if any, such other amounts and interest, without any preference or priority of one Certificate over another, ratably according to the aggregate amount so due for interest, principal and premiumprincipal, Break Amount, if any, and such other amounts at the date fixed by the Indenture Trustee for the distribution of such payments or amounts; andand fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee to be held or distributed in accordance with the terms of the Lease, the Participation Agreement and the Trust Agreement.

Payments During Continuance of Indenture Event of Default. All payments (except Excluded Payments) received and amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing continuing, and after the Indenture Trustee shall foreclose or enforce this Indenture or after the Certificates shall have become due and payable as provided in Section 8.02 (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8), as well as all payments or amounts then held or thereafter received by Indenture-28 (1995 777 C) the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay the Indenture Trustee all amounts then due it pursuant to Section 9.06 shall be applied to pay the Indenture Trustee such amounts; second, so much of such payments or amounts remaining as shall be required to (i) pay the expenses incurred (including unbilled expenses in respect of property delivered or contracted for or services rendered or contracted for if the amount of such expenses is liquidated) in using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements of and to the Indenture Estate and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine and make reports upon the properties, books and records of the Owner Trustee and, to the extent permitted under the Lease, the Company), all in accordance with Section 8.03(c), shall be applied for such purposespurposes and (ii) reimburse the Holders in full for payments made pursuant to Section 9.01(c) (to the extent not previously reimbursed) shall be distributed to such Holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Certificate over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such Holder pursuant to Section 9.01(c) bears to the aggregate amount of the unreimbursed payments made by all Holders pursuant to Section 9.01(c); third, so much of such payments or amounts remaining as shall be required to pay the principal of, premiumBreak Amount, if any, to the extent payable by the Owner Trustee pursuant to Section 6.01(b)(ii) or to the extent received by the Indenture Trustee from the Company as Supplemental Rent, and accrued interest, interest on all Certificates OutstandingOutstanding and all other amounts payable to the Holders hereunder or under the Participation Agreement and then due and payable, whether by declaration of acceleration pursuant to Section 8.02 or TRUST INDENTURE AND SECURITY AGREEMENT [N604SW] -21- 28 otherwise, shall be applied to the payment of such interest, principal and premiumprincipal, Break Amount, if any, and such other amounts; and in case such payments or amounts shall be insufficient to pay in full the whole amount so due and unpaid, then to the payment of such interest, principal and premiumprincipal, Break Amount, if any, such other amounts and interest, without any preference or priority of one Certificate over another, ratably according to the aggregate amount so due for interest, principal and premiumprincipal, Break Amount, if any, and such other amounts at the date fixed by the Indenture Trustee for the distribution of such payments or amounts; andand fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee to be held or distributed in accordance with the terms of the Lease, the Participation Agreement and the Trust Agreement.

Payments During Continuance of Indenture Event of Default. All payments (except Excluded Payments) received and amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing continuing, and after the Indenture Trustee shall foreclose or enforce this Indenture or after the Certificates shall have become due and payable as provided in Section 8.02 (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8), as well as all payments or amounts then held or thereafter received by Indenture-28 (1995 777 C) the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay the Indenture Trustee all amounts then due it pursuant to Section 9.06 shall be applied to pay the Indenture Trustee such amounts; second, so much of such payments or amounts remaining as shall be required to (i) pay the expenses incurred (including unbilled expenses in respect of property delivered or contracted for or services rendered or contracted for if the amount of such expenses is liquidated) in using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements of and to the Indenture Estate and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine and make reports upon the properties, books and records of the Owner Trustee and, to the extent permitted under the Lease, the Company), all in accordance with Section 8.03(c), shall be applied for such purposespurposes and (ii) reimburse the Holders in full for payments made pursuant to Section 9.01(c) (to the extent not previously reimbursed) shall be distributed to such Holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Certificate over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such Holder pursuant to Section 9.01(c) bears to the aggregate amount of the unreimbursed payments made by all Holders pursuant to Section 9.01(c); TRUST INDENTURE AND SECURITY AGREEMENT [N620SW] -21- 28 third, so much of such payments or amounts remaining as shall be required to pay the principal of, premiumBreak Amount, if any, to the extent payable by the Owner Trustee pursuant to Section 6.01(b)(ii) or to the extent received by the Indenture Trustee from the Company as Supplemental Rent, and accrued interest, interest on all Certificates OutstandingOutstanding and all other amounts payable to the Holders hereunder or under the Participation Agreement and then due and payable, whether by declaration of acceleration pursuant to Section 8.02 or otherwise, shall be applied to the payment of such interest, principal and premiumprincipal, Break Amount, if any, and such other amounts; and in case such payments or amounts shall be insufficient to pay in full the whole amount so due and unpaid, then to the payment of such interest, principal and premiumprincipal, Break Amount, if any, such other amounts and interest, without any preference or priority of one Certificate over another, ratably according to the aggregate amount so due for interest, principal and premiumprincipal, Break Amount, if any, and such other amounts at the date fixed by the Indenture Trustee for the distribution of such payments or amounts; andand fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee to be held or distributed in accordance with the terms of the Lease, the Participation Agreement and the Trust Agreement.

Payments During Continuance of Indenture Event of Default. All payments (except Excluded Payments) received and amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing continuing, and after the Indenture Trustee shall foreclose or enforce this Indenture or after the Certificates shall have become due and payable as provided in Section 8.02 (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8), as well as all payments or amounts then held or thereafter received by Indenture-28 (1995 777 C) the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay the Indenture Trustee all amounts then due it pursuant to Section 9.06 shall be applied to pay the Indenture Trustee such amounts; second, so much of such payments or amounts remaining as shall be required to (i) pay the expenses incurred (including unbilled expenses in respect of property delivered or contracted for or services rendered or contracted for if the amount of such expenses is liquidated) in using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements of and to the Indenture Estate and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine and make reports upon the properties, books and records of the Owner Trustee and, to the extent permitted under the Lease, the Company), all in accordance with Section 8.03(c), shall be applied for such purposespurposes and (ii) reimburse the Holders in full for payments made pursuant to Section 9.01(c) (to the extent not previously reimbursed) shall be distributed to such Holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Certificate over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such Holder pursuant to Section 9.01(c) bears to the aggregate amount of the unreimbursed payments made by all Holders pursuant to Section 9.01(c); TRUST INDENTURE AND SECURITY AGREEMENT [N603SW] -21- 28 third, so much of such payments or amounts remaining as shall be required to pay the principal of, premiumBreak Amount, if any, to the extent payable by the Owner Trustee pursuant to Section 6.01(b)(ii) or to the extent received by the Indenture Trustee from the Company as Supplemental Rent, and accrued interest, interest on all Certificates OutstandingOutstanding and all other amounts payable to the Holders hereunder or under the Participation Agreement and then due and payable, whether by declaration of acceleration pursuant to Section 8.02 or otherwise, shall be applied to the payment of such interest, principal and premiumprincipal, Break Amount, if any, and such other amounts; and in case such payments or amounts shall be insufficient to pay in full the whole amount so due and unpaid, then to the payment of such interest, principal and premiumprincipal, Break Amount, if any, such other amounts and interest, without any preference or priority of one Certificate over another, ratably according to the aggregate amount so due for interest, principal and premiumprincipal, Break Amount, if any, and such other amounts at the date fixed by the Indenture Trustee for the distribution of such payments or amounts; andand fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee to be held or distributed in accordance with the terms of the Lease, the Participation Agreement and the Trust Agreement.

Payments During Continuance of Indenture Event of Default. All payments (except Excluded Payments) received and amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing continuing, and after the Indenture Trustee shall foreclose or enforce this Indenture or after the Certificates shall have become due and payable as provided in Section 8.02 (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8), as well as all payments or amounts then held or thereafter received by Indenture-28 (1995 777 C) the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay the Indenture Trustee all amounts then due it pursuant to Section 9.06 shall be applied to pay the Indenture Trustee such amounts; second, so much of such payments or amounts remaining as shall be required to (i) pay the expenses incurred (including unbilled expenses in respect of property delivered or contracted for or services rendered or contracted for if the amount of such expenses is liquidated) in using, operating, storing, leasing, controlling or managing the Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements of and to the Indenture Estate and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine and make reports upon the properties, books and records of the Owner Trustee and, to the extent permitted under the Lease, the Company), all in accordance with Section 8.03(c), shall be applied for such purposespurposes and (ii) reimburse the Holders in full for payments made pursuant to Section 9.01(c) (to the extent not previously reimbursed) shall be distributed to such Holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Certificate over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such Holder pursuant to Section 9.01(c) bears to the aggregate amount of the unreimbursed payments made by all Holders pursuant to Section 9.01(c); TRUST INDENTURE AND SECURITY AGREEMENT [N602SW] -21- 28 third, so much of such payments or amounts remaining as shall be required to pay the principal of, premiumBreak Amount, if any, to the extent payable by the Owner Trustee pursuant to Section 6.01(b)(ii) or to the extent received by the Indenture Trustee from the Company as Supplemental Rent, and accrued interest, interest on all Certificates OutstandingOutstanding and all other amounts payable to the Holders hereunder or under the Participation Agreement and then due and payable, whether by declaration of acceleration pursuant to Section 8.02 or otherwise, shall be applied to the payment of such interest, principal and premiumprincipal, Break Amount, if any, and such other amounts; and in case such payments or amounts shall be insufficient to pay in full the whole amount so due and unpaid, then to the payment of such interest, principal and premiumprincipal, Break Amount, if any, such other amounts and interest, without any preference or priority of one Certificate over another, ratably according to the aggregate amount so due for interest, principal and premiumprincipal, Break Amount, if any, and such other amounts at the date fixed by the Indenture Trustee for the distribution of such payments or amounts; andand fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee to be held or distributed in accordance with the terms of the Lease, the Participation Agreement and the Trust Agreement.

Payments During Continuance of Indenture Event of Default. All payments (except Excluded Payments) received and amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have occurred and so long as such an Indenture Event of Default shall be continuing continuing, and after the Indenture Trustee shall foreclose or enforce this Indenture or after the Certificates shall have become due and payable as provided in Section 8.02 (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article 8), as well as all payments or amounts then held or thereafter received by Indenture-28 (1995 777 C) the Indenture Trustee as part of the Indenture Estate while such Indenture Event of Default shall be continuing, shall be distributed by the Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to pay the Indenture Trustee all amounts then due it pursuant to Section 9.06 shall be applied to pay the Indenture Trustee such amounts; second, so much of such payments or amounts remaining as shall be required to (i) pay the expenses incurred (including unbilled expenses in respect of property delivered or contracted for or services rendered or contracted for if the amount of such expenses is liquidated) in using, operating, storing, leasing, controlling or managing the TRUST INDENTURE AND SECURITY AGREEMENT [N397SW] -22- 29 Indenture Estate, and of all maintenance, insurance, repairs, replacements, alterations, additions and improvements of and to the Indenture Estate and to make all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine and make reports upon the properties, books and records of the Owner Trustee and, to the extent permitted under the Lease, the Company), all in accordance with Section 8.03(c), shall be applied for such purposespurposes and (ii) reimburse the Holders in full for payments made pursuant to Section 9.01(c) (to the extent not previously reimbursed) shall be distributed to such Holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Certificate over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such Holder pursuant to Section 9.01(c) bears to the aggregate amount of the unreimbursed payments made by all Holders pursuant to Section 9.01(c); third, so much of such payments or amounts remaining as shall be required to pay the principal of, premiumBreak Amount, if any, to the extent payable by the Owner Trustee pursuant to Section 6.01(b)(ii) or to the extent received by the Indenture Trustee from the Company as Supplemental Rent, and accrued interest, interest on all Certificates OutstandingOutstanding and all other amounts payable to the Holders hereunder or under the Participation Agreement and then due and payable, whether by declaration of acceleration pursuant to Section 8.02 or otherwise, shall be applied to the payment of such interest, principal and premiumprincipal, Break Amount, if any, and such other amounts; and in case such payments or amounts shall be insufficient to pay in full the whole amount so due and unpaid, then to the payment of such interest, principal and premiumprincipal, Break Amount, if any, such other amounts and interest, without any preference or priority of one Certificate over another, ratably according to the aggregate amount so due for interest, principal and premiumprincipal, Break Amount, if any, and such other amounts at the date fixed by the Indenture Trustee for the distribution of such payments or amounts; andand fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee to be held or distributed to the Owner Participant in accordance with the terms of the Trust Agreement.