Common use of Payments Following Event of Loss or Other Early Termination Clause in Contracts

Payments Following Event of Loss or Other Early Termination. Any payment received by the Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination of the Facility Lease, in whole or in part, pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption to the extent of available funds, 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 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 in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) upon all of the Lessor Notes which 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, plus the Make-Whole Amount, if any, 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, together with the Make-Whole Amount, if any, plus 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 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreement.

Payments Following Event of Loss or Other Early Termination. Any payment received by the Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination of the Facility Lease, in whole or in part, pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption to the extent of available funds, 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 in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) upon all of the Lessor Notes which 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, plus the Make-Whole Amount, if any, 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, together with the Make-Whole Amount, if any, plus 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 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreement.and

Payments Following Event of Loss or Other Early Termination. Any (a) Except as otherwise provided in Section 3.3 hereof, any payment received by the Security Agent and deposited into the Security Agent's Account on account of a redemption of the Lessor Notes shall then be deposited into the Lessor Notes Payment Account and distributed by the Lease Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in or by each Paying Agent with respect of which the Facility Lessee shall, to such redemption arising pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) Article 4 hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination of the Facility Lease, in whole or in part, pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption to the extent of available funds, in the following order of priority: Firstfirst, so much as provided in clause "second" of such payments and amounts as shall Section 3.3 hereof; (but including all Make-Whole Premium (if any) due in respect thereof required to be required paid in accordance with Section 4.7 hereof); second, to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any expense (including any legal fees and disbursements) or loss incurred by it applicable Noteholders (to the extent not previously reimbursed) for any reasonable out-of-pocket costs or expenses incurred in connection with its duties such prepayment (including payments provided for in clause "third" of Section 3.3 hereof); and third, as provided in clause "fourth" of Section 3.3 hereof. (b) Except as otherwise provided in Section 3.2(a) or 3.3 hereof, any amounts received directly or indirectly from any Governmental Authority or insurer or other party not as a result of an Event of Loss or pursuant to any provision of Section 10.3, Section 10.5 or Section 11 of the Indenture Trustee Facility Lease shall be applied as provided in the applicable provisions of the Facility Lease and, if and to the extent reimbursable that any portion of such amounts are required to be held for the account of the Facility Lessee and are not previously reimbursed) at the time required to be paid to the Facility Lessee pursuant to the applicable provisions of the Facility Lease, shall be distributed promptly paid to (if not initially paid directly to the Indenture Trustee Security Agent) and, thereafter, held by, the Security Agent as security for application to itself; Secondthe obligations of the Facility Lessee under the Facility Lease, so much and at such time as the Security Agent shall have received written notice from the Facility Lessee (i) stating that the conditions specified in the Facility Lease for payment of such payments or amounts as shall be required to pay in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted Facility Lessee shall have been satisfied and (ii) setting out the portion of such amounts so held by Applicable Law, overdue interest) upon all of the Lessor Notes which shall Security Agent to be distributed paid to the holders of such Lessor NotesFacility Lessee, 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, plus the Make-Whole Amount, if any, and accrued but unpaid interest thereon Security Agent shall pay 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, together with the Make-Whole Amount, if any, plus 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 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 Facility Lessee the amount of specified in 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreementnotice.

Payments Following Event of Loss or Other Early Termination. Any payment received by the Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable)Loss, (y) early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable)thereof, or (z) any early termination of the Facility Lease, in whole or in part, Lease pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption to the extent of available funds, 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 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 in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d2.10(c) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) upon all of the Lessor Notes which 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, plus the Make-Whole Amount, if any, required to be paid hereunder, 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, together with the Make-Whole Amount, if any, plus 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 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Trust Agreement.

Payments Following Event of Loss or Other Early Termination. (a) Any payment received by the Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof), assume the obligations and liabilities of the Owner Lessor Trust hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), ; (y) an early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof ), assume the obligations and liabilities of the Owner Lessor Trust hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), ) or (z) any early termination of the Facility Lease, in whole or in part, Lease pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption Redemption Date to the extent of available funds, 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 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 payment remaining as shall be required to pay in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto)) (including, interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) upon all of the Lessor Notes which 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, plus the Make-Whole Amount, if any, 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, together with the Make-Whole Amount, if any, plus 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 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreement.;

Payments Following Event of Loss or Other Early Termination. (a) Any payment received by the Lease Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) an early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination of the Facility Lease, in whole or in part, pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption Redemption Date to the extent of available funds, 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 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 in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) upon all of the Lessor Notes which 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, plus the Make-Whole Amountpremium, if any, 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, together with the Make-Whole Amountpremium, if any, plus 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 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreement.distribution;

Payments Following Event of Loss or Other Early Termination. Any payment received by the Indenture Trustee as a result of (xa) an Event of Loss (other than a Regulatory Event of Loss in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination of the Facility Lease, in whole or in part, pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption to the extent of available funds, 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 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 in ------ full the applicable redemption price (as described in Section 2.10(a) or 2.10(d2.10(e) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) upon all of the Lessor Notes which shall be distributed to the holders of such Lessor Notesapplicable Noteholders, 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 holderNoteholder, plus the Make-Whole Amountpremium, if any, 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 holdersNoteholders, together with the Make-Whole Amountpremium, if any, plus accrued but unpaid interest thereon to the date of scheduled distribution to the Noteholdersdistribution; 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 that this Indenture by its terms 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 payment remaining shall be distributed ------ to the Owner Lessor for distribution in accordance with the LLC Agreement.

Payments Following Event of Loss or Other Early Termination. Any (a) Except as otherwise provided in Section 3.3 hereof, any payment received by the Security Agent and deposited into the Security Agent's Account on account of a redemption of the Lessor Notes shall then be deposited into the Lessor Notes Payment Account and distributed by the Lease Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in or by each Paying Agent with respect of which the Facility Lessee shall, to such redemption arising pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) Article 4 hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination of the Facility Lease, in whole or in part, pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption to the extent of available funds, in the following order of priority: FirstFIRST, so much as provided in clause "SECOND" of such payments and amounts as shall Section 3.3 hereof; (but including all Make-Whole Premium (if any) due in respect thereof required to be required paid in accordance with Section 4.7 hereof); SECOND, to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any expense (including any legal fees and disbursements) or loss incurred by it applicable Noteholders (to the extent not previously reimbursed) for any reasonable out-of-pocket costs or expenses incurred in connection with its duties such prepayment (including payments provided for in clause "THIRD" of Section 3.3 hereof); and THIRD, as provided in clause "FOURTH" of Section 3.3 hereof. (b) Except as otherwise provided in Section 3.2(a) or 3.3 hereof, any amounts received directly or indirectly from any Governmental Authority or insurer or other party not as a result of an Event of Loss or pursuant to any provision of Section 10.3, Section 10.5 or Section 11 of the Indenture Trustee Facility Lease shall be applied as provided in the applicable provisions of the Facility Lease and, if and to the extent reimbursable that any portion of such amounts are required to be held for the account of the Facility Lessee and are not previously reimbursed) at the time required to be paid to the Facility Lessee pursuant to the applicable provisions of the Facility Lease, shall be distributed promptly paid to (if not initially paid directly to the Indenture Trustee Security Agent) and, thereafter, held by, the Security Agent as security for application to itself; Secondthe obligations of the Facility Lessee under the Facility Lease, so much and at such time as the Security Agent shall have received written notice from the Facility Lessee (i) stating that the conditions specified in the Facility Lease for payment of such payments or amounts as shall be required to pay in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted Facility Lessee shall have been satisfied and (ii) setting out the portion of such amounts so held by Applicable Law, overdue interest) upon all of the Lessor Notes which shall Security Agent to be distributed paid to the holders of such Lessor NotesFacility Lessee, 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, plus the Make-Whole Amount, if any, and accrued but unpaid interest thereon Security Agent shall pay 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, together with the Make-Whole Amount, if any, plus 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 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 Facility Lessee the amount of specified in 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreementnotice.

Payments Following Event of Loss or Other Early Termination. (a) Any payment received by the Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in respect of which the Facility Lessee Lessees shall, pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) early termination terminations of either of the Facility Lease Leases pursuant to Section 13 thereof (other than a termination in respect of which either of the Facility Lessee Lessees shall, pursuant to Section 2.10(b) hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination terminations of the Facility LeaseLeases, in whole or in part, pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption Redemption Date to the extent of available funds, 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 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 payment remaining as shall be required to pay in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) upon all of the Lessor Notes which 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, plus the Make-Whole Amount, if any, 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, together with the Make-Whole Amount, if any, plus accrued but unpaid interest thereon to the date of scheduled distribution to the Noteholdersdistribution; 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 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreement.

Payments Following Event of Loss or Other Early Termination. Any (a) Except as otherwise provided in Section 3.3 hereof, any payment received by the Security Agent and deposited into the Security Agent's Account on account of a redemption of the Lessor Notes shall then be deposited into the Lessor Notes Payment Account and distributed by the Lease Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in or by each Paying Agent with respect of which the Facility Lessee shall, to such redemption arising pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) Article 4 hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination of the Facility Lease, in whole or in part, pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption to the extent of available funds, in the following order of priority: FirstFIRST, so much as provided in clause "SECOND" of such payments and amounts as shall be Section 3.3 hereof; (but including all Make-Whole Premium (if any) due in respect thereof required to be paid in accordance with Section 4.7 hereof); SECOND, to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any expense (including any legal fees and disbursements) or loss incurred by it such Noteholder (to the extent not previously reimbursed) for any reasonable out-of-pocket costs or expenses incurred in connection with its duties such prepayment (including payments provided for in clause "THIRD" of Section 3.3 hereof); and THIRD, as provided in clause "THIRD" of Section 3.3 hereof. (b) Except as otherwise provided in Section 3.2(a) or 3.3 hereof, any amounts received directly or indirectly from any Governmental Authority or insurer or other party not as a result of an Event of Loss or pursuant to any provision of Section 10.3, Section 10.5 or Section 11 of the Indenture Trustee Facility Lease shall be applied as provided in the applicable provisions of the Facility Lease and, if and to the extent reimbursable that any portion of such amounts are required to be held for the account of the Facility Lessee and are not previously reimbursed) at the time required to be paid to the Facility Lessee pursuant to the applicable provisions of the Facility Lease, shall be distributed promptly paid to (if not initially paid directly to the Indenture Trustee Security Agent) and, thereafter, held by, the Security Agent as security for application to itself; Secondthe obligations of the Facility Lessee under the Facility Lease, so much and at such time as the Security Agent shall have received written notice from the Facility Lessee (i) stating that the conditions specified in the Facility Lease for payment of such payments or amounts as shall be required to pay in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted Facility Lessee shall have been satisfied and (ii) setting out the portion of such amounts so held by Applicable Law, overdue interest) upon all of the Lessor Notes which shall Security Agent to be distributed paid to the holders of such Lessor NotesFacility Lessee, 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, plus the Make-Whole Amount, if any, and accrued but unpaid interest thereon Security Agent shall pay 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, together with the Make-Whole Amount, if any, plus 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 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 Facility Lessee the amount of specified in 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreementnotice.

Payments Following Event of Loss or Other Early Termination. (a) Any payment received by the Lease Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) an early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination of the Facility Lease, in whole or in part, pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption Redemption Date to the extent of available funds, 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 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 in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) upon all of the Lessor Notes which 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, plus the Make-Whole Amountpremium, if any, 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, together with the Make-Whole Amountpremium, if any, plus accrued but unpaid interest thereon to the date of scheduled distribution to the Noteholdersdistribution; 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 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreement.

Payments Following Event of Loss or Other Early Termination. Any payment received by the Indenture Trustee as a result of (x) an Event of Loss (other than a Regulatory Event of Loss in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b) hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination of the Facility Lease, in whole or in part, pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption to the extent of available funds, 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 in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) upon all of the Lessor Notes which 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, plus the Make-Whole Amount, if any, 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, together with the Make-Whole Amount, if any, plus 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 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreement.

Payments Following Event of Loss or Other Early Termination. Any (a) Except as otherwise provided in Section 3.3 hereof, any payment received by the Lease Indenture Trustee as with respect to a result of (x) an Event of Loss (other than a Regulatory Event of Loss in respect of which the Facility Lessee shall, prepayment arising pursuant to Section 2.10(b) hereof, assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), (y) early termination of the Facility Lease pursuant to Section 13 thereof (other than a termination in respect of which the Facility Lessee shall, pursuant to Section 2.10(b2.11(a) hereof assume the obligations and liabilities of the Owner Lessor hereunder, in which event only clauses "First" and "Fourth" below shall be applicable), or (z) any early termination of the Facility Lease, in whole or in part, pursuant to Section 14 thereof, shall be distributed on by the applicable date of redemption to the extent of available funds, Lease Indenture Trustee in the following order of priority: FirstFIRST, so much as provided in clause "SECOND" of such payments and amounts Section 3.3 hereof; SECOND, as shall be provided in clause "THIRD" of Section 3.3 hereof (but including all Make-Whole Premium (if any) due in respect thereof required to be paid in accordance with Sections 2.11(a) and (c) hereof); THIRD, to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any expense (including any legal fees and disbursements) or loss incurred by it such Holder (to the extent not previously reimbursed) for any reasonable out-of-pocket costs or expenses incurred in connection with its duties such prepayment; and FOURTH, as provided in clause "FIFTH" of Section 3.3 hereof. (b) Except as otherwise provided in Section 3.2(a) or 3.3 hereof, any amounts received directly or indirectly from any Governmental Authority or insurer or other party not as a result of an Event of Loss or pursuant to any provision of Section 10.3, Section 10.5 or Section 11 of the Indenture Trustee Facility Lease shall be applied as provided in the applicable provisions of the Facility Lease and, if and to the extent reimbursable that any portion of such amounts are required to be held for the account of the Facility Lessee and are not previously reimbursed) at the time required to be paid to the Facility Lessee pursuant to the applicable provisions of Section 10.3, Section 10.5 or Section 11 of the Facility Lease, shall be distributed promptly paid to (if not initially paid directly to the Lease Indenture Trustee) and, thereafter, held by, the Lease Indenture Trustee as security for application to itself; Secondthe obligations of the Facility Lessee under the Facility Lease, so much and at such time as the Lease Indenture Trustee shall have received written notice from the Facility Lessee (i) stating that the conditions specified in the Facility Lease for payment of such payments or amounts as shall be required to pay in full the applicable redemption price (as described in Section 2.10(a) or 2.10(d) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted Facility Lessee shall have been satisfied and (ii) setting out the portion of such amounts so held by Applicable Law, overdue interest) upon all of the Lessor Notes which shall Lease Indenture Trustee to be distributed paid to the holders of such Lessor NotesFacility Lessee, 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, plus the Make-Whole Amount, if any, and accrued but unpaid interest thereon Lease Indenture Trustee shall pay 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, together with the Make-Whole Amount, if any, plus 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 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 Facility Lessee the amount of specified in 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 payment remaining shall be distributed to the Owner Lessor for distribution in accordance with the LLC Agreementnotice.