Common use of Certain Payments Clause in Contracts

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA A Equipment Notes and the Series A B Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, Section 3.03 or Section 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Liquidity Providers by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 7.05 and Section 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA A Equipment Notes and the Series A B Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA A Equipment Notes and the Series A B Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and Notes, the Series A Equipment Notes and the Series B Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes”, “Series A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes”, “Series A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, Section 3.03 or Section 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes”, “Series A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes, Series A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes”, “Series A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Liquidity Providers by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 7.05 and Section 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to Primary Liquidity Providers Provider under Section 2.03 of each the Primary Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A G Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “"Series AA G Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” " (as defined in the Intercreditor Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA G Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Agreement)Note, (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), or Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each the Primary Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Provider Advance under Section 3.01, 3.03 or 3.09 of each the Primary Liquidity Facility (or similar provisions or, if Policy Provider has made a payment equivalent to such an Advance as would have been payable under Section 3.07 of any Replacement the Primary Liquidity Facility thereforin respect of the Class G Certificates had such Advance been made) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Provider Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “"Series AA G Equipment Notes” and “Series A Equipment Notes” " (each as defined in the Intercreditor Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A G Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “"Series AA G Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” ", (as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “"Series G Equipment Notes”"); (fc) any amounts owed to Primary Liquidity Providers Provider by Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Provider Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Provider Advance), 7.05 and 7.07 of each the Primary Liquidity Facility (or similar provisions of any Replacement Primary Liquidity Facility thereforFacility) multiplied by the fraction specified in the foregoing clause (a); and; (gd) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document); and (e) an amount or amounts equal to all compensation and reimbursement of fees, expenses and disbursements (including payment of indemnities) owed to Policy Provider under the Policy Provider Agreement and any Policy Provider Interest Amount, multiplied by the fraction specified in the foregoing clause (a).

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section ‎Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers Provider under Section 2.03 of each the Liquidity Facility (or any Replacement Liquidity Facility) and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each the Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a‎(a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each the Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a‎(a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each the Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a‎(a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each the Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each the Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Liquidity Providers Provider by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each the Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a‎(a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a‎(a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, Section 3.03 or Section 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Liquidity Providers by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 7.05 and Section 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. 26 Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to Class A Liquidity Providers Provider under Section 2.03 of each the Class A Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a);; 26 To be revised to reflect the Class B Liquidity Facility, if any. (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made), multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Class A Liquidity Providers Provider by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. 9 Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to Class A Liquidity Providers Provider under Section 2.03 of each the Class A Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a);; 9 To be revised to reflect the Class B Liquidity Facility, if any. (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made), multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Class A Liquidity Providers Provider by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).. For purposes of this paragraph, the terms “Applied Downgrade Advance”, “Applied Non-Extension Advance”, “Applied Provider Advance”, “Applied Special

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes, the Series A Equipment Notes and the Series A B Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes”, “Series A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes”, “Series A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes”, “Series A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes, Series A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes”, “Series A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. Company The Owner agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA A Equipment Notes and the Series A B Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a);; Indenture and Security Agreement (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, Section 3.03 or Section 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company the Owner in respect of the overdue scheduled interest on the “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Liquidity Providers by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 7.05 and Section 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company the Owner in respect of such compensation under any other Operative Document Financing Agreement or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA A Equipment Notes and the Series A B Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Liquidity Providers by the Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes, the Series A Equipment Notes and the Series A B Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes”, “Series A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility 23 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes”, “Series A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes”, “Series A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes, Series A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes”, “Series A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Liquidity Providers by the Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid 24 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA A-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes and the Series A C Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “"Series AA A-1 Equipment Notes” and “," "Series A A-2 Equipment Notes” ," "Series B Equipment Notes" and "Series C Equipment Notes" (in each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (case as defined in the Intercreditor Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (dc) an the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (ed) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA A-1 Equipment Notes” , Series A-2 Equipment Note, Series B Equipment Note or “Series A C Equipment Notes” (each as defined in the Intercreditor Agreement)Note, (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), or 18 Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Provider Advance under Section 3.01, 3.03 or 3.09 of each the Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Provider Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) Notes in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Provider Advance was made, multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA A-1 Equipment Notes, Series A-2 Equipment Notes, Series B Equipment Notes and Series A C Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “"Series AA A-1 Equipment Notes” and “", "Series A A-2 Equipment Notes” ", "Series B Equipment Notes" and "Series C Equipment Notes" (in each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (case as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “"Equipment Notes”"); (fe) any amounts owed to the Liquidity Providers Provider by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Provider Advance), 3.03 (other than in respect of an Unpaid Advance, Advance or Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility thereforFacility) multiplied by the fraction specified in the foregoing clause (a); and (gf) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurreddisbursements, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA A Equipment Notes and the Series A B Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. 9 Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to Class A Liquidity Providers Provider under Section 2.03 of each the Class A Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special 9 To be revised to reflect the Class B Liquidity Facility, if any. Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made), multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Class A Liquidity Providers Provider by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an No Borrower Entity shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount or amounts equal payable in respect of any Indebtedness prior to its scheduled maturity, other than (i) the Secured Obligations (to the fees payable extent permitted hereunder), (ii) ordinary course Indebtedness consisting of credit card debt or netting, overdraft, and other cash management obligations, in each case, to Liquidity Providers the extent permitted to be incurred under Section 2.03 of each Liquidity Facility 9.15 (Restrictions on Indebtedness and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letterCertain Capital Transactions), multiplied by a fraction(iii) intercompany Indebtedness permitted to be incurred under Section 9.15 (Restrictions on Indebtedness and Certain Capital Transactions), (iv) so long as no Event of Default shall have occurred and be continuing, the numerator Specified Deferred Payments pursuant to the Atlas Side Letter, (v) so long as no Default or Event of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default Default shall have occurred and be continuing or shall result therefrom, and so long as the Borrower shall have Consolidated EBITDA for the most recent four (4) Fiscal Quarters for which the Borrower shall have delivered financial statements of not less than zero ($0) (as demonstrated by the Compliance Certificate delivered in connection therewith), the Borrower may elect to pay interest under the ▇▇▇▇ Convertible Notes in cash in accordance with the terms thereof, (vi) so long as no Default or Event of Default shall have occurred and be continuing or shall result therefrom, on or after June 21, 2025, the Borrower may redeem, repay or repurchase the ▇▇▇▇ Convertible Notes in an amount not to exceed 100% of the principal amount thereof plus accrued and unpaid interest in each case solely with the net cash proceeds received by the Borrower from the substantially concurrent issuance and sale of the Borrower’s common stock, (vii) the Cerberus Financing Documents to the extent not prohibited by the Intercreditor Agreement and (viii) any redemption, repurchase, refinancing or prepayment (other than voluntary payment of interest or voluntary prepayment of principal (except with respect to interest refinancing in full)) permitted under Section 9.04 (Restricted Payments) or 9.15 (Restrictions on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each Indebtedness and Certain Capital Transactions) and, as defined applicable, in compliance with the Intercreditor Agreement)Agreement or the Convertible Note Refinancing Plan; provided that the restriction set forth in this Section 9.23 (Certain Payments) will not apply if the Borrower Entities are in compliance with Section 7.23 (Financial Covenants) and Additional Equity Contributions are utilized to purchase, redeem, defease or prepay such Indebtedness. (xb) Notwithstanding the excess, if any, of (1) the amount equal foregoing or anything to the sum contrary herein, no Borrower Entity shall, nor shall it permit any of interest on its Subsidiaries to, directly or indirectly, make any Unpaid Advance (other than payment of any consent fee or payment of a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility similar nature to any holder (or similar provisions any its Affiliates) of any Replacement Liquidity Facility therefor) plus Indebtedness in connection with any consent, amendment, waiver or other amounts payable modification of any kind in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility Indebtedness (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) except as otherwise expressly permitted by Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor this Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount The Borrower and its Restricted Subsidiaries shall make no payments or amounts equal to the fees payable to Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) distributions with respect to all (i) the ▇▇▇▇▇▇ Subordinated Notes, except as permitted under the ▇▇▇▇▇▇ Subordination Agreement or (ii) the Senior Subordinated Notes, except as permitted under the subordination provisions of such Senior Subordinated Notes. Without limiting the “Indentures” foregoing, on or after December 31, 1998, the Borrower shall be permitted to pay interest in cash on the ▇▇▇▇▇▇ Subordinated Notes to the holders thereof (as defined the "▇▇▇▇▇▇ SUBORDINATED LENDERS") in the Intercreditor Agreement); (b) an amount equal to any scheduled semi- annual interest payment on the Subordinated Notes if (A) at the time of making such payment there is not in existence, nor will there occur after giving effect to such payment, a Default or Event of Default; (B) after giving pro forma effect to such cash payment as if such payment was made during the relevant Test Period (i) the ratio of (w) total Consolidated Indebtedness of the Borrower and its Restricted Subsidiaries (including the outstanding balance under any Special Termination Advance noncompete or consulting arrangements) immediately prior to such payment to (other x) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries is not more than any Applied Special Termination Advance) payable under Section 3.07 3.25:1.0 (PROVIDED, that, for purpose of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (ai); , the calculations shall be performed in accordance with the provisos to Section 7.04) and Consolidated Indebtedness shall include the outstanding balance (cincluding capitalized interest) an amount equal of the ▇▇▇▇▇▇ Subordinated Notes; and (ii) the ratio of (y) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries to (z) Consolidated Interest Expense (which, for the purposes of this Section 7.23, shall include only cash interest expense) of the Borrower and its Restricted Subsidiaries is not less than 3.0:1.0; (C) during the period two weeks before the scheduled interest payment date on any Downgrade Advance the ▇▇▇▇▇▇ Subordinated Notes for which the Borrower has proposed a cash interest payment there shall be $2.5 million of availability for additional Borrowings of a Revolving Loan or Supplemental Revolving Loan pursuant to Section 1.01; and (other than any Applied Downgrade AdvanceD) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default Borrower shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Agreement), (x) the excess, if any, of (1) the amount equal delivered to the sum Administrative Agent an Officers' Certificate (i) setting forth the calculation of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus financial ratios required by clause (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); above and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Class A Liquidity Providers Provider under Section 2.03 of each the Class A Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, Section 3.03 or Section 3.09 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Class A Liquidity Providers Provider by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 7.05 and Section 7.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount The Borrower and its Restricted Subsidiaries shall make no payments or amounts equal to the fees payable to Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) distributions with respect to all (i) the ▇▇▇▇▇▇ Subordinated Notes, except as permitted under the ▇▇▇▇▇▇ Subordination Agreement or (ii) the Senior Subordinated Notes, except as permitted under the subordination provisions of such Senior Subordinated Notes. Without limiting the “Indentures” foregoing, on or after December 31, 1998, the Borrower shall be permitted to pay interest in cash on the ▇▇▇▇▇▇ Subordinated Notes to the holders thereof (as defined the "▇▇▇▇▇▇ SUBORDINATED LENDERS") in the Intercreditor Agreement); (b) an amount equal to any scheduled semi-annual interest payment on the Subordinated Notes if (A) at the time of making such payment there is not in existence, nor will there occur after giving effect to such payment, a Default or Event of Default; (B) after giving pro forma effect to such cash payment as if such payment was made during the relevant Test Period (i) the ratio of (w) total Consolidated Indebtedness of the Borrower and its Restricted Subsidiaries (including the outstanding balance under any Special Termination Advance noncompete or consulting arrangements) immediately prior to such payment to (other x) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries is not more than any Applied Special Termination Advance) payable under Section 3.07 3.25:1.0 (PROVIDED, that, for purpose of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (ai); , the calculations shall be performed in accordance with the provisos to Section 7.04) and Consolidated Indebtedness shall include the outstanding balance (cincluding capitalized interest) an amount equal of the ▇▇▇▇▇▇ Subordinated Notes; and (ii) the ratio of (y) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries to (z) Consolidated Interest Expense (which, for the purposes of this Section 7.23, shall include only cash interest expense) of the Borrower and its Restricted Subsidiaries is not less than 3.0:1.0; (C) during the period two weeks before the scheduled interest payment date on any Downgrade Advance the ▇▇▇▇▇▇ Subordinated Notes for which the Borrower has proposed a cash interest payment there shall be $2.5 million of availability for additional Borrowings of a Revolving Loan or Supplemental Revolving Loan pursuant to Section 1.01; and (other than any Applied Downgrade AdvanceD) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default Borrower shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Agreement), (x) the excess, if any, of (1) the amount equal delivered to the sum Administrative Agent an Officers' Certificate (i) setting forth the calculation of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus financial ratios required by clause (B) any above and (ii) stating that, based on the annual budgets or forecasts currently in effect and provided pursuant to Section 4.01(j) or 4.03 hereof and after giving effect to the amount of any interest at payment permitted by this Section 7.23, such persons do not expect that a Default or an Event of Default shall occur in the Past Due Rate actually payable (whether then current fiscal quarter or not the next succeeding fiscal quarter, in fact paid) by Company in respect each case, of the overdue scheduled interest on the “Series AA Equipment Notes” Borrower and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document)its Subsidiaries.

Certain Payments. Company agrees to pay to Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to Liquidity Providers Provider under Section 2.03 of each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA A Equipment Notes and the Series A B Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” Indentures (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), ) or Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” Indentures (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (fe) any amounts owed to Liquidity Providers Provider by Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility thereforFacility) multiplied by a fraction, the fraction specified numerator of which is the sum of the then outstanding aggregate principal amount of the Series A Equipment Notes, the Series B Equipment Notes, the Series C Equipment Notes and any Additional Series Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series A Equipment Notes”, “Series B Equipment Notes”, “Series C Equipment Notes” and “Additional Series Equipment Notes” (each as defined in the foregoing clause Note Purchase Agreement) with respect to all of the Indentures (aas defined in the Note Purchase Agreement); and (gf) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. 11 The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Class A Liquidity Providers Provider under Section 2.03 of each the Class A Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a);; 11 To be revised to reflect any Class B Liquidity Facility or any liquidity facility for the Additional Series Pass Through Certificates. (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, Section 3.03 or Section 3.09 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Class A Liquidity Providers Provider by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).Termination

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA A Equipment Notes and the Series A B Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a); ; (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA A Equipment Notes and the Series A B Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement);; 24 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.] (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, Section 3.03 or Section 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”);; 25 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.] (f) any amounts owed to the Liquidity Providers by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 7.05 and Section 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. 9 The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Class A Liquidity Providers Provider under Section 2.03 of each the Class A Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special 9 To be revised to reflect the Class B Liquidity Facility, if any. Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, Section 3.03 or Section 3.09 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made), multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Class A Liquidity Providers Provider by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 7.05 and Section 7.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.043.05: (a) an amount or amounts equal to the fees payable to the Class G Liquidity Providers Provider under Section 2.03 of each the Class G Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A G Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “"Series AA G Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” " (as defined in the Intercreditor Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each the Class G Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (dc) an the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each the Class G Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (ed) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA G Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Agreement)Note, (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), or Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each the Class G Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Provider Advance under Section 3.01, 3.03 Section 3.02, Section 3.03, Section 3.09 or 3.09 Section 3.11 of each the Class G Liquidity Facility (or similar provisions or, if the Policy Provider has made a payment equivalent to such an Advance as would have been payable under Section 3.07 of any Replacement the Class G Liquidity Facility thereforhad such Advance been made) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to Liquidity Providers by Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by Company in respect of such compensation under any other Operative Document or Pass Through Document).over

Certain Payments. 12 The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Class A Liquidity Providers Provider under Section 2.03 of each the Class A Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a); ; 12 To be revised to reflect any Class B Liquidity Facility or any liquidity facility for the Additional Series Pass Through Certificates. (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, Section 3.03 or Section 3.09 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Class A Liquidity Providers Provider by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 7.05 and Section 7.07 of each the Class A Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is shall be the sum of the then outstanding aggregate principal amount of the Series AA Equipment Notes and the Series A Equipment Notes and the denominator of which is shall be the sum of the then outstanding aggregate principal amount of all “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance Advance, multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA Equipment Notes” or “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, Section 3.03 or Section 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is shall be the then aggregate overdue amounts of interest on the then outstanding Series AA Equipment Notes and Series A Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is shall be the then aggregate overdue amounts of interest on all then outstanding “Series AA Equipment Notes” and “Series A Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Liquidity Providers by the Subordination Agent as borrower under Sections Section 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), Section 7.05 and Section 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).

Certain Payments. The Company agrees to pay to the Loan Trustee for distribution in accordance with Section 3.04: (a) an amount or amounts equal to the fees payable to the Liquidity Providers under Section 2.03 of each Liquidity Facility and the Fee Letter (as defined in the Intercreditor Agreement) related thereto (or similar provisions of any Replacement Liquidity Facility therefor and any related fee letter), multiplied by a fraction, the numerator of which is the sum of the then outstanding aggregate principal amount of the Series AA A Equipment Notes and the Series A B Equipment Notes and the denominator of which is the sum of the then outstanding aggregate principal amount of all “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement); (b) an amount equal to interest on any Special Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Special Termination Advance multiplied by the fraction specified in the foregoing clause (a); (c) an amount equal to interest on any Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Downgrade Advance multiplied by the fraction specified in the foregoing clause (a); (d) an amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension Advance) payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) minus Investment Earnings from such Non-Extension Advance multiplied by the fraction specified in the foregoing clause (a); (e) if any payment default shall have occurred and be continuing with respect to interest on any “Series AA A Equipment Notes” or “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement), (x) the excess, if any, of (1) the amount equal to the sum of interest on any Unpaid Advance (other than a Special Termination Advance), Applied Provider Advance or Applied Special Termination Advance payable under Section 3.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) plus any other amounts payable in respect of such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance under Section 3.01, 3.03 or 3.09 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) under which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made over (2) the sum of (A) Investment Earnings from any Final Advance plus (B) any amount of interest at the Past Due Rate actually payable (whether or not in fact paid) by the Company in respect of the overdue scheduled interest on the “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) in respect of which such Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance was made, multiplied by (y) a fraction, the numerator of which is the then aggregate overdue amounts of interest on the then outstanding Series AA A Equipment Notes and Series A B Equipment Notes (other than interest becoming due and payable solely as a result of acceleration of any such Equipment Notes) and the denominator of which is the then aggregate overdue amounts of interest on all then outstanding “Series AA A Equipment Notes” and “Series A B Equipment Notes” (each as defined in the Intercreditor Note Purchase Agreement) with respect to all of the “Indentures” (as defined in the Intercreditor Note Purchase Agreement) (other than interest becoming due and payable solely as a result of acceleration of any such “Equipment Notes”); (f) any amounts owed to the Liquidity Providers by the Subordination Agent as borrower under Sections 3.01 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 3.03 (other than in respect of an Unpaid Advance, Applied Provider Advance or Applied Special Termination Advance), 7.05 and 7.07 of each Liquidity Facility (or similar provisions of any Replacement Liquidity Facility therefor) multiplied by the fraction specified in the foregoing clause (a); and (g) an amount or amounts equal to the compensation, including reasonable expenses and disbursements actually incurred, payable to the Subordination Agent under Section 6.07 of the Intercreditor Agreement, multiplied by the fraction specified in the foregoing clause (a) (but in any event without duplication of any amount or amounts payable by the Company in respect of such compensation under any other Operative Document or Pass Through Document).