Common use of Basic Rent Distribution Clause in Contracts

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest on overdue installments of Basic Rent and any payment received by the Indenture Trustee pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: First, (i) so much of such installment or payment as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series G Equipment Notes shall be distributed to the Note Holders of Series G ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series G Equipment Note bears to the aggregate amount of the payments then due under all Series G Equipment Notes; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Indenture; provided, however, that if an Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Second" but shall be held by the Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default shall have been cured or waived, in which event such balance shall be distributed as provided in this clause "Second" without reference to this proviso, (ii) Section 3.03 hereof shall be applicable, in which event such balance shall be distributed in accordance with the provisions of such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 hereofSection ----------------------- 3.03, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent Rent, and any payment received by the Indenture Trustee pursuant to as contemplated by Section 4.03 hereof shall be promptly distributed in the following order of priority: Firstfirst, (i) so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of Principal Amount principal and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue principal and interest and any other overdue amounts) then due under all on or in respect of the Series G Equipment Notes A Certificates shall be distributed to the Note Holders of Series G holders TRUST INDENTURE thereof ratably, without priority of any one Series A Certificate over the otherany other Series A Certificate, in the proportion that the amount of such payment or payments then due under each Series G Equipment Note A Certificate bears to the aggregate amount of the payments then due under all Series G Equipment NotesA Certificates; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Secondthird, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee free and clear of for distribution pursuant to the Lien of this IndentureTrust Agreement; provided, however, that if an Event of Indenture -------- ------- Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Secondthird" but shall be held by the ----- Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default Indenture Defaults shall have been cured or waivedcured, in which event such balance shall shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, be distributed as provided in this clause "Second" without reference to this provisothird", or (ii) Section 3.02 or Section 3.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of such said Section 3.02 or Section 3.03, or (iii) as the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this provisomay be.

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest on overdue installments of Basic Rent [,any payment received from the Owner Participant pursuant to Section 7(cc) of the Participation Agreement](3) and any payment received by the Indenture Trustee pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: ------------------ 3 For deferred equity transactions only. First, (i) so much of such installment or payment as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series G Equipment Notes shall be distributed to the Note Holders of Series G ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series G Equipment Note bears to the aggregate amount of the payments then due under all Series G Equipment Notes; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Indenture; provided, however, that if an Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Second" but shall be held by the Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default shall have been cured or waived, in which event such balance shall be distributed as provided in this clause "Second" without reference to this proviso, (ii) Section 3.03 hereof shall be applicable, in which event such balance shall be distributed in accordance with the provisions of such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest on overdue installments of Basic Rent and any payment received by the Indenture Trustee pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: First, (i) so much of such installment or payment as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series G Equipment Notes shall be distributed to the Note Holders of Series G ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series G Equipment Note bears to the aggregate amount of the payments then due under all Series G Equipment Notes; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Indenture; provided, however, that if an Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Second" but shall be held by the Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default shall have been cured or waived, in which event such balance shall be distributed as provided in this clause "Second" without reference to this proviso, (ii) Section 3.03 hereof shall be applicable, in which event such balance shall be distributed in accordance with the provisions of such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 hereofSection 3.03, each installment of Basic Rent, Rent as well as any payment installment of interest on overdue installments of Basic Rent Rent, and any payment other moneys paid over by the Lessee or the Owner Trustee to the Indenture Trustee for such purpose, shall be distributed by the Indenture Trustee as promptly as possible (it being understood that any payments of Basic Rent received by the Indenture Trustee pursuant to by 11:00 a.m. Eastern time on the date due and in accordance with the provisions of Section 4.03 hereof 3.6 of the Lease shall be promptly distributed no later than 12:00 p.m. on the date received in the funds so received, and that funds received after 11:00 a.m. Eastern time will be deemed to be late and will be distributed on the next business day together with interest at the overdue rate) in the following order of priority: Firstfirst, (i) so much of such installment or payment as shall be required for the ----- purpose shall be distributed and paid to the holders of the Equipment Notes to pay in full the aggregate amount of the payment or payments of Principal Amount principal, Make- Whole Amount, if any, and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amountsprincipal or interest) then due under all Series G Equipment Notes shall due, such distribution to be distributed to the Note Holders of Series G made ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under with respect to each Series G such Equipment Note bears to the aggregate amount of the payments then due under all Series G such Equipment Notes; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Secondsecond, the balance, if any, of such installment remaining thereafter shall be ------ distributed to the Owner Trustee free and clear of the Lien of this Indenture; provided, however, that if an Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Second" but shall be held by the Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default shall have been cured or waived, in which event such balance shall be distributed as provided in this clause "Second" without reference to this proviso, (ii) Section 3.03 hereof shall be applicable, in which event such balance shall be distributed for distribution in accordance with the provisions terms of the Trust Agreement. The portion of each such installment distributed to a holder of an Equipment Note shall be applied by such holder in payment of such Equipment Note in accordance with the terms of Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this proviso2.05.

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest on overdue installments of Basic Rent and any payment received by the Indenture Trustee Mortgagee pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: First, (i) so much of such installment or payment as shall be required to pay in full the aggregate amount of the payment or payments of Principal Original Amount and interest and other amounts (as well as any interest on any overdue Principal Original Amount and, to the extent permitted by applicable lawLaw, on any overdue interest and any other overdue amountsinterest) then due under all Series G Equipment Notes shall be distributed to the Note Holders of Series G ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due TABLE OF CONTENTS under each Series G Equipment Note bears to the aggregate amount of the payments then due under all Series G Equipment Notes; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this IndentureTrustee; provided, however, that if an Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "“Second" ” but shall be held by the Indenture Trustee Mortgagee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default shall have been cured or waived, in which event such balance shall be distributed as provided in this clause "“Second" without reference to this proviso”, (ii) Section 3.03 hereof shall be applicable, in which event such balance shall be distributed in accordance with the provisions of such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "“Second" without reference to this proviso”.

Basic Rent Distribution. (a) Except as otherwise ----------------------- provided in Sections 3.02 and 3.03 hereofSection 3.03, each installment of Basic Rent, any payment of interest payable on any Payment Date or on overdue installments of Basic Rent and any payment received by the Indenture Trustee pursuant to as contemplated by Section 4.03 hereof shall be promptly distributed in the following order of priority: Firstfirst, (i) so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of Principal Amount principal and interest and other amounts (as well as any interest on any overdue Principal Amount principal and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series G on or in respect of the Equipment Notes shall be distributed to the Note Holders of Series G holders thereof ratably, without priority of any one Equipment Note over the otherany other Equipment Note, in the proportion that the amount of such payment or payments then due under each Series G Equipment Note bears to the aggregate amount of the payments then due under all Series G Equipment Notes; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Secondsecond, the balance, if any, of such installment or payment remaining ------ thereafter shall be distributed to the Owner Trustee free and clear of for distribution pursuant to the Lien of this IndentureTrust Agreement; provided, however, that if a Specified -------- ------- Indenture Default or an Indenture Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Secondsecond" but shall be held by the Indenture Trustee as part of ------ the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Specified Indenture Defaults and Indenture Events of Default shall have been cured or waived, in which event such balance shall shall, to the extent not theretofore distributed as provided herein, be distributed as provided in this clause "Second" without reference to this provisosecond", or (ii) Section 3.02 or Section 3.03 hereof shall be ------ applicable, in which event such balance shall be distributed in accordance with the provisions of such said Section 3.02 or Section 3.03, as the case may be, or (iii) such installment or payment shall have been held for a period in excess of 270 days (during which no Specified Indenture Default or Indenture Event of Default which is not a, or arise out of a, Default or Event of Default shall have occurred and be continuing and during which period the 120th day after Indenture Trustee and the receipt Noteholders shall not have been stayed or otherwise precluded by operation of such payment law from taking action to accelerate the Equipment Notes or to declare the Lease in default or to exercise remedies hereunder and thereunder), in which case event such payment shall balance shall, to the extent not theretofore applied as provided herein, be distributed as provided in this clause "Secondsecond" without reference to disregarding this proviso.. ------

Basic Rent Distribution. Except as otherwise provided in Sections Section 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest on overdue installments of Basic Rent and any payment received by the Indenture Trustee pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: First, (i) so much of such installment or payment as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series G A Equipment Notes shall be distributed to the Note Holders of Series G A ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series G A Equipment Note bears to the aggregate amount of the payments then due under all Series G A Equipment Notes; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series B Equipment Notes shall be distributed to the Note Holders of Series B ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series B Equipment Note bears to the aggregate amount of the payments then due under all Series B Equipment Notes; and (iii) after giving effect to paragraph (ii) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Indenture; provided, however, that if an Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Second" but shall be held by the Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default shall have been cured or waived, in which event such balance shall be distributed as provided in this clause "Second" without reference to this proviso, (ii) Section 3.03 hereof shall be applicable, in which event such balance shall be distributed in accordance with the provisions of such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 ----------------------- Section 5.03 hereof, each installment of Basic Rent, any payment of interest on overdue installments of Basic Rent and any payment in respect of the foregoing received by the Indenture Trustee pursuant to Section 4.03 8.03 hereof shall be promptly distributed in the following order of priority: Firstfirst, (i) so much of such ----- installment or payment as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount principal and interest and other amounts (as well as any interest on any overdue Principal Amount principal and, to the extent permitted by applicable law, on any overdue interest and any other overdue amountsinterest) then due under all Series G Equipment Notes Certificates shall be distributed to the Note Holders of Series G ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series G Equipment Note such Certificate bears to the aggregate amount of the payments then due under all Series G Equipment Notes; and (ii) after giving effect to paragraph (i) abovesuch Certificates, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Secondsecond, the ------ balance, if any, of such installment or payment remaining thereafter shall be distributed to the Owner Trustee, or as the Owner Trustee free and clear of may request, for distribution pursuant to the Lien of this IndentureTrust Agreement; provided, however, that if an Event of --------- -------- Indenture Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Secondsecond" but shall be held by the ------ Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default Indenture Defaults shall have been cured or waivedcured, in which event such balance shall be distributed as provided in this clause "Second" without reference to this provisosecond", (ii) such Indenture Default shall have continued for a period of 120 days, in which event such balance shall be distributed as provided in this clause "second", or (iii) Section 3.03 5.03 hereof shall be applicable, in which event such balance shall be distributed in accordance with the provisions of such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this provisothereof.

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 hereofSection ----------------------- 3.03, each installment of Basic Rent, any payment of interest payable on any Interest Payment Date or on overdue installments of Basic Rent Rent, and any payment received by the Indenture Trustee pursuant to as contemplated by Section 4.03 hereof shall be promptly distributed in the following order of priority: Firstfirst, (i) so much of such installment or payment as shall be required to ----- pay in full the aggregate amount of the payment or payments of Principal Amount principal and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue principal and interest and any other overdue amounts) then due under all on or in respect of the Series G Equipment Notes A Certificates shall be distributed to the Note Holders of Series G holders TRUST INDENTURE thereof ratably, without priority of any one Series A Certificate over the otherany other Series A Certificate, in the proportion that the amount of such payment or payments then due under each Series G Equipment Note A Certificate bears to the aggregate amount of the payments then due under all Series G Equipment NotesA Certificates; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Secondthird, the balance, if any, of such installment or payment remaining ----- thereafter shall be distributed to the Owner Trustee free and clear of for distribution pursuant to the Lien of this IndentureTrust Agreement; provided, however, that if an Event of Indenture -------- ------- Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Secondthird" but shall be held by the ----- Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default indenture defaults shall have been cured or waivedcured, in which event such balance shall shall, to the extent not TRUST INDENTURE theretofore distributed as provided herein, be distributed as provided in this clause "Second" without reference to this provisothird", or (ii) Section 3.02 or Section 3.03 hereof shall be ----- applicable, in which event such balance shall be distributed in accordance with the provisions of such said Section 3.02 or Section 3.03, or (iii) as the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this provisomay be.

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest on overdue installments of Basic Rent [,any payment received from the Owner Participant pursuant to Section 7(cc) of the Participation Agreement]3 and any payment received by the Indenture Trustee pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: First, (i) so much of such installment or payment as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series G Equipment Notes shall be distributed to the Note Holders of Series G ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series G Equipment Note bears to the aggregate amount of the payments then due under all Series G Equipment Notes; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note ------------------- 3 For deferred equity transactions only. Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Indenture; provided, however, that if an Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Second" but shall be held by the Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default shall have been cured or waived, in which event such balance shall be distributed as provided in this clause "Second" without reference to this proviso, (ii) Section 3.03 hereof shall be applicable, in which event such balance shall be distributed in accordance with the provisions of such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this proviso.

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest on overdue installments of Basic Rent [,any payment received from the Owner Participant pursuant to Section 7(cc) of the Participation Agreement](4) and any payment received by the Indenture Trustee pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: First, (i) so much of such installment or payment as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series G A Equipment Notes shall be distributed to the Note Holders of Series G A ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series G A Equipment Note bears to the aggregate amount of the payments then due under all Series G A Equipment Notes; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series B Equipment Notes shall be distributed to the Note Holders of Series B ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series B Equipment Note bears to the aggregate amount of the payments then due under all Series B Equipment Notes; and (iii) after giving effect to paragraph (ii) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and Second, the balance, if any, of such installment remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Indenture; provided, however, that if an Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Second" but shall be held by the Indenture Trustee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default shall have been cured or waived, in which event such balance shall be distributed as provided in this clause "Second" without reference to this proviso, (ii) Section 3.03 hereof shall be applicable, in which event such balance shall be distributed in accordance with the provisions of such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this proviso.be

Basic Rent Distribution. Except as otherwise provided in Sections 3.02 and 3.03 hereof, each installment of Basic Rent, any payment of interest on overdue installments of Basic Rent and any payment received by the Indenture Trustee Mortgagee pursuant to Section 4.03 hereof shall be promptly distributed in the following order of priority: FirstFIRST, (i) so much of such installment or payment as shall be required to pay in full the aggregate amount of the payment or payments of Principal Original Amount and interest and other amounts (as well as any interest on any overdue Principal Original Amount and, to the extent permitted by applicable lawLaw, on any overdue interest and any other overdue amountsinterest) then due under all Series G Equipment Notes shall be distributed to the Note Holders of Series G ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series G Equipment Note bears to the aggregate amount of the payments then due under all Series G Equipment Notes; and (ii) after giving effect to paragraph (i) above, so much of such installment or payment remaining as shall be required to pay in full the aggregate amount of the payment or payments of Principal Amount and interest and other amounts (as well as any interest on any overdue Principal Amount and, to the extent permitted by applicable law, on any overdue interest and any other overdue amounts) then due under all Series C Equipment Notes shall be distributed to the Note Holders of Series C ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due under each Series C Equipment Note bears to the aggregate amount of the payments then due under all Series C Equipment Notes; and SecondSECOND, the balance, if any, of such installment remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this IndentureTrustee; providedPROVIDED, howeverHOWEVER, that if an Event of Default shall have occurred and be continuing, then such balance shall not be distributed as provided in this clause "Second" but shall be held by the Indenture Trustee Mortgagee as part of the Trust Indenture Estate and invested in accordance with Section 5.09 hereof until whichever of the following shall first occur: (i) all Events of Default shall have been cured or waived, in which event such balance shall be distributed as provided in this clause "Second" without reference to this proviso", (ii) Section 3.03 hereof shall be applicable, in which event such balance shall be distributed in accordance with the provisions of such Section 3.03, or (iii) the 120th day after the receipt of such payment in which case such payment shall be distributed as provided in this clause "Second" without reference to this proviso".