Common use of Payments from Indenture Estate Only Clause in Contracts

Payments from Indenture Estate Only. All payments to be made ----------------------------------- by the Owner Trustee under this Indenture shall be made only from the income and the proceeds from the Lessor's Estate to the extent included in the Indenture Estate and from any other amounts of the type described in Section 8.03 hereof (but only to the extent actually received by the Indenture Trustee) and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Lessor's Estate to the extent included in the Indenture Estate (and such other amounts) to enable the Indenture Trustee to make distributions of the amounts due in respect of the Equipment Notes in accordance with the terms hereof and thereof. Each Holder by its acceptance of an Equipment Note, and the Indenture Trustee, as applicable, agrees that it will look solely to the income and proceeds from the Indenture Estate (and such other amounts of the type described in Section 8.03 hereof but only to the extent actually received by the Indenture Trustee) to the extent available for distribution to it as provided herein and that none of the Owner Participant, the Owner Trustee, Trust Company or the Indenture Trustee is personally liable to such Holder or the Indenture Trustee for any amounts payable under this Indenture or such Equipment Note or for any amounts payable or liability under any Equipment Note or this Indenture, except as expressly provided herein in the case of Trust Company, the Owner Trustee or the Indenture Trustee. Trust Company is not personally liable to any Holder, the Lessee or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Equipment Notes, except as a result of Trust Company's gross negligence or willful misconduct (or simple negligence in the handling of funds), or as otherwise expressly provided herein or in the Participation Agreement. (1) all or any part of the Lessor's Estate becomes the property of a debtor subject to the reorganization provisions of the Bankruptcy Code, (2) pursuant to such reorganization provisions the Owner Participant is required, by reason of such Owner Participant being held to have recourse liability directly or indirectly, to make payment on account of any amount payable as principal of or interest, Make-Whole Premium or other amounts payable on the Equipment Notes, and (3) the Indenture Trustee or a Holder actually receives any Recourse Amount which reflects any payment by an Owner Participant on account of (2) above, then the Indenture Trustee or such Holder, as the case may be, shall promptly refund to such Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (and retaining the proceeds thereof) of the Owner Participant under the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 8.02 and 8.03 hereof. For purposes of this Section 2.05, "Recourse Amount" means the amount by which the portion of such payment by the Owner Participant on account of clause (2) above received by the Indenture Trustee or the relevant Holder, as the case may be, exceeds the amount which would have been received by the Indenture Trustee or such Holder, as the case may be, if the Owner Participant had not become subject to the recourse liability referred to in (2) above.

Payments from Indenture Estate Only. All payments to be ------------------------------------ made ----------------------------------- by the Owner Trustee under this Indenture shall be made only from the income and the proceeds from the Lessor's Trust Estate to the extent included in the Indenture Estate and from any other amounts of the type described in Section 8.03 hereof (but only to the extent actually received by the Indenture Trustee) and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Lessor's Trust Estate to the extent included in the Indenture Estate (and such other amounts) to enable the Indenture Trustee to make distributions of the amounts due in respect of the Equipment Notes Certificates in accordance with the terms hereof and thereof; provided that under -------- - 16 - the Lease, the Lessee is obligated to pay or cause to be paid, to the extent such payments are not required to be made from the assets subject to the Lien of this Indenture or the income and proceeds received by the Indenture Trustee therefrom, any net loss arising from the investment of funds held by the Indenture Trustee which but for a Lease Payment Default, Lease Bankruptcy Default or Lease Event of Default would be payable to Lessee. Each Holder by its acceptance of an Equipment Note, and the Indenture Trustee, as applicable, a Certificate agrees that it will look solely to the income and proceeds from the Indenture Estate (and such other amounts of the type described in Section 8.03 hereof but only to the extent actually received by the Indenture Trustee) to the extent available for distribution to it as provided herein and that none of neither the Owner Participant, the Owner Trustee, the Trust Company or nor the Indenture Trustee is personally liable to such Holder or the Indenture Trustee for any amounts payable under this Indenture or such Equipment Note Certificate or for any amounts payable or liability under any Equipment Note Certificate or this Indenture, except as expressly provided herein in the case of the Trust Company, the Owner Trustee or the Indenture Trustee, or in the case of the Owner Participant, except as expressly provided in the Participation Agreement. The Trust Company is not personally liable to any Holder, the Lessee Lessee, the Owner Participant or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Equipment NotesCertificates, except as a result of Trust Companythe Owner Trustee's gross negligence or willful misconduct (or simple negligence in the handling of funds)misconduct, or as otherwise expressly provided herein herein, in the Trust Agreement or in the Participation Agreement. (1) all or any part of the Lessor's Trust Estate becomes the property of a debtor subject to the reorganization provisions of the Bankruptcy Code, (2) pursuant to such reorganization provisions provisions, including Section 1111(b) of the Bankruptcy Code, the Owner Participant is required, by reason of such the Trust Company or the Owner Participant being held to have recourse liability to the Indenture Trustee or any Holder (other than as contemplated by the Operative Documents), directly or indirectly, to make payment on account of any amount payable as principal of or interestprincipal, Make-Whole Premium premium, interest or other amounts payable on the Equipment NotesCertificates, and (3) the Indenture Trustee or a Holder actually receives any Recourse Amount Excess Amount, as defined below, which reflects any payment by an the Owner Participant on account of (2) above, then the Indenture Trustee or such HolderTrustee, as to the case may beextent permitted by applicable law, shall promptly refund to such the Owner Participant such Recourse Excess Amount. The Indenture Trustee hereby waives to the fullest extent permitted by law the benefit of the provisions of Section 1111(b) of the Bankruptcy Code with respect to recourse against the Trust Company and the Owner Participant on account of any amount payable as principal, premium, interest or other amounts pursuant to the Certificates. For purposes of this paragraph, "Excess Amount" means the amount by which such payment exceeds the amount which would have been received by the Indenture Trustee if the Trust Company or the Owner Participant had not become subject to the recourse liability referred to in clause (2) above. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (and retaining the proceeds thereof) of the Owner Participant under the Participation Agreement, this Indenture (other than referred to in clause (2) above) or the Trust Agreement (and any exhibits or annexes thereto), or from retaining any amount paid by the Owner Participant under Sections 5.01, 8.02 and 8.03 hereof. For purposes of Nothing contained herein shall be construed as requiring any Holder to refund any amount distributed to such Holder pursuant to this Section 2.05, "Recourse Amount" means the amount by which the portion of such payment by the Owner Participant on account of clause (2) above received by the Indenture Trustee or the relevant Holder, as the case may be, exceeds the amount which would have been received by the Indenture Trustee or such Holder, as the case may be, if the Owner Participant had not become subject to the recourse liability referred to in (2) aboveIndenture.

Payments from Indenture Estate Only. All payments to be ----------------------------------- made ----------------------------------- by the Owner Trustee under this Indenture shall be made only from the income and the proceeds from the Lessor's Estate to the extent included in the Indenture Estate and from any other amounts of the type described in Section 8.03 hereof (but only to the extent actually received by the Indenture Trustee) and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Lessor's Estate to the extent included in the Indenture Estate (and such other amounts) to enable the Indenture Trustee to make distributions of the amounts due in respect of the Equipment Notes in accordance with the terms hereof and thereof. Each Holder by its acceptance of an Equipment Note, and the Indenture Trustee, as applicable, agrees that it will look solely to the income and proceeds from the Indenture Estate (and such other amounts of the type described in Section 8.03 hereof but only to the extent actually received by the Indenture Trustee) to the extent available for distribution to it as provided herein and that none of the Owner Participant, the Owner Trustee, Trust Company or the Indenture Trustee is personally liable to such Holder or the Indenture Trustee for any amounts payable under this Indenture or such Equipment Note or for any amounts payable or liability under any Equipment Note or this Indenture, except as expressly provided herein in the case of Trust Company, the Owner Trustee or the Indenture Trustee. Trust Company is not personally liable to any Holder, the Lessee or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Equipment Notes, except as a result of Trust Company's gross negligence or willful misconduct (or simple negligence in the handling of funds), or as otherwise expressly provided herein or in the Participation Agreement. (1) all or any part of the Lessor's Estate becomes the property of a debtor subject to the reorganization provisions of the Bankruptcy Code, (2) pursuant to such reorganization provisions the Owner Participant is required, by reason of such Owner Participant being held to have recourse liability directly or indirectly, to make payment on account of any amount payable as principal of or interest, Make-Whole Premium or other amounts payable on the Equipment Notes, and (3) the Indenture Trustee or a Holder actually receives any Recourse Amount which reflects any payment by an Owner Participant on account of (2) above, then the Indenture Trustee or such Holder, as the case may be, shall promptly refund to such Owner Participant such Recourse Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (and retaining the proceeds thereof) of the Owner Participant under the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 8.02 and 8.03 hereof. For purposes of this Section 2.05, "Recourse Amount" means the amount by which the portion of such payment by the Owner Participant on account of clause (2) above received by the Indenture Trustee or the relevant Holder, as the case may be, exceeds the amount which would have been received by the Indenture Trustee or such Holder, as the case may be, if the Owner Participant had not become subject to the recourse liability referred to in (2) above.

Payments from Indenture Estate Only. All (a) Without impairing any of the other rights, powers, remedies, privileges, liens or security interests of Noteholders under this Indenture, each Noteholder, by its acceptance of an Equipment Note, agrees that as between it and Owner Trustee, except as expressly provided in this Indenture, the Participation Agreement or any other Operative Document, (i) the obligation to make all payments of the principal amount of, interest on, Make-Whole Amount, if any, and all other amounts due with respect to be made ----------------------------------- the Equipment Notes, and the performance by the Owner Trustee under of every obligation or covenant contained in this Indenture and in the Participation Agreement or any of the other Operative Documents, shall be made payable only from the income and the proceeds from the Lessor's Trust Estate to the extent included in the Indenture Estate and from any other amounts of the type described in Section 8.03 hereof (but only to the extent actually received by the Indenture Trustee) and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Lessor's Trust Estate to the extent included in the Indenture Estate (and such other amounts) to enable the Indenture Loan Trustee to make distributions of the amounts due in respect of the Equipment Notes such payments in accordance with the terms hereof and thereof. Each Holder by its acceptance of an Equipment NoteArticle III hereof, and all of the statements, representations, covenants and agreements made by Owner Trustee (when made in such capacity) contained in this Indenture Trusteeand any agreement referred to herein other than the Trust Agreement, as applicableunless expressly otherwise stated, agrees that it will look solely to are made and intended only for the income and proceeds from purpose of binding the Indenture Trust Estate (and such other amounts of the type described in Section 8.03 hereof but only to the extent actually received by included in the Indenture TrusteeEstate) and establishing the existence of rights and remedies which can be exercised and enforced against the Trust Estate (to the extent available for distribution to it as provided herein and that none of the Owner Participant, the Owner Trustee, Trust Company or included in the Indenture Trustee is personally liable to such Holder or the Indenture Trustee for any amounts payable under Estate); therefore, anything contained in this Indenture or such Equipment Note other agreements to the contrary notwithstanding (except for any express provisions or representations that Owner Trustee is responsible for, or is making, in its individual capacity, for which there would be personal liability of Owner Trustee), no recourse shall be had with respect to this Indenture or such other agreements against Owner Trustee in its individual capacity or against any institution or person which becomes a successor trustee or co-trustee or any officer, director, trustee, servant or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of Owner Trustee, in its individual capacity, Owner Participant, Loan Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for any amounts payable payable, or liability other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Documents or under the Equipment Note or this Indenture, Notes except as expressly provided herein in the case of Trust Company, the Owner Trustee or the Indenture Trustee. Trust Company is not personally liable to any Holder, the Lessee or the Indenture Trustee for any amounts payable under this Indenture or for any liability under this Indenture or the Equipment Notes, except as a result of Trust Company's gross negligence or willful misconduct (or simple negligence in the handling of funds), or as otherwise expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 2.18(a) shall be construed to limit the exercise and enforcement in accordance with the terms of this Indenture or such other agreements of rights and remedies against the Trust Estate, to the extent included in the Indenture Estate. These provisions are not intended as any release or discharge of the indebtedness represented by the Equipment Notes and the Indenture, but are intended only as a covenant not to sue Owner Participant, Owner Trustee or Loan Trustee in their indxxxdual capacities, except as expressly provided herein or in the Participation Agreement, for a deficiency with respect to such indebtedness, the indebtedness represented by this Indenture and the Equipment Notes to remain in full force and effect as fully as though these provisions were not contained in this Indenture. Owner Trustee hereby acknowledges that Noteholders have expressly reserved all their rights and remedies against the Indenture Estate, including the right, in the event of a default in the payment of all or part of the principal amount of, interest on, Make-Whole Amount, if any, or any other amount due with respect to any Equipment Note within the periods provided for in Section 4.02 hereof, or upon the occurrence and continuation of any other Indenture Event of Default, to foreclose upon this Indenture, and/or to receive the proceeds from the Indenture Estate and otherwise to enforce any other right under this Indenture in accordance with the provisions hereof. Nothing in this Section 2.18(a) shall (x) release Owner Trustee or constitute a covenant not to sue Owner Trustee for any breach by it of any representations, waxxxnties or covenants of Owner Trustee contained in the Operative Documents or (y) release Owner Trustee in its individual capacity from personal liability, or constitute a covenant not to sue Owner Trustee in its individual capacity for any breach by it xx any representations, warranties or covenants of Owner Trustee made in its individual capacity in the Operative Documents. (1b) If (i) all or any part of the Lessor's Trust Estate becomes the property of of, or Owner Trustee or Owner Participant becomes, a debtor subject to the reorganization provisions of the Bankruptcy Code, (2ii) pursuant to such reorganization provisions provisions, including Section 1111(b) of the Bankruptcy Code, Owner Trustee (in its individual capacity) or Owner Participant is required, by reason of such Owner Trustee (in its individual capacity) or Owner Participant being held to have recourse liability to any Noteholder or Loan Trustee, directly or indirectlyindirectly (other than the recourse liability of Owner Trustee (in its individual capacity), to make payment on account of any amount payable as principal of or interestprincipal, Make-Whole Premium Amount, if any, interest or other amounts payable on the Equipment Notes, Notes or under this Indenture and (3iii) the Indenture any Noteholder or Loan Trustee or a Holder actually receives any Recourse Excess Amount (as hereinafter defined) which reflects any payment by an Owner Trustee (in its individual capacity) or Owner Participant on account of clause (2ii) above, then the Indenture Trustee such Noteholder or such HolderLoan Trustee, as the case may be, shall promptly refund to such Owner Trustee (in its individual capacity) or Owner Participant (whichever shall have made such Recourse payment) such Excess Amount. Nothing contained in this paragraph shall prevent the Indenture Trustee from enforcing any personal recourse obligation (and retaining the proceeds thereof) of the Owner Participant under the Participation Agreement, or from retaining any amount paid by the Owner Participant under Sections 8.02 and 8.03 hereof. For purposes of this Section 2.05, "Recourse Amount" means the amount by which the portion of such payment by the Owner Participant on account of clause (2) above received by the Indenture Trustee or the relevant Holder, as the case may be, exceeds the amount which would have been received by the Indenture Trustee or such Holder, as the case may be, if the Owner Participant had not become subject to the recourse liability referred to in (2) above.