Common use of Payments After Event of Default Clause in Contracts

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WTNA for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WTNA or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC WTNA or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WTNA and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC WTNA or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series AA Equipment Notes then due, shall be distributed to the Note Holders of Series AAA and Related Note Holders of the Related Series AA Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A AA Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series AA Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A AA Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of the Related Series AA Equipment Notes then due;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay any and all amounts payable to WTC or the other Indenture Indemnitees Mortgagee hereunder and under any and all amounts payable pursuant to the Participation Agreement third paragraph of Section 2.02 (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.4, all payments received and amounts held or realized by the Mortgagee Security Agent (including any amounts realized by the Mortgagee Security Agent from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof5) after if an Event of Default shall have occurred and be continuing exists and after the declaration acceleration specified in Section 4.04(b) hereof5.2(b), as well as all payments or amounts then held by the Mortgagee Security Agent as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Security Agent in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Security Agent for any tax (except to the extent resulting from a failure of the Mortgagee Security Agent to withhold taxes pursuant to Section 2.04(b2.3(b) hereofunless such failure of Security Agent to withhold is as a result of or caused by any breach by Borrower of its obligations, representations or covenants under any of the Operative Agreements), expense expense, or other loss (including, without limitation, including all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products products, and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof5.3(b)) incurred by the Mortgagee or WTC Security Agent (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Security Agent or the Note Holders Lenders in the protection, exercise exercise, or enforcement of any right, power power, or remedy or any damages sustained by the Mortgagee, WTC Security Agent or any Note HolderLender, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Security Agent as between itself, WTC itself and the Note Holders in reimbursement of Lenders to reimburse (x) such expenses and (y) any other expenses for which the Mortgagee, WTC Security Agent or the Note Holders Lenders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case if the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)all amounts described above, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratablySECOND, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A the Equipment Notes, and the accrued but unpaid interest interest, any Breakage Amount and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and on all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series ALenders, and in case if the aggregate amount so to be distributed shall be is insufficient to pay in full as aforesaidfull, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution date, bears to (y) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date distribution date; THIRD, subject to Section 7.5 of distribution;the Loan Agreement, so much of such payments or amounts remaining as is required to pay in full all other Secured Obligations, whether or not then due (by reason of acceleration or otherwise), in the following order: (1) unpaid principal amount of, and all accrued and unpaid interest on, all Related Notes issued under the Related Loan Agreements and all other Related Obligations thereto, pro rata as to amounts outstanding; (2) unpaid principal amount of, and all accrued and unpaid interest on, all PDP Notes and all other Related Obligations thereto, pro rata as to amounts outstanding; and (3) any other Secured Obligations on a pro rata basis; and FOURTH, the balance, if any, of such payments or amounts remaining thereafter shall be distributed as required by any provision of Law, and the balance, if any, to or as directed by Borrower.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Indenture Trustee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee Indenture Trustee to withhold taxes pursuant to Section 2.04(b2.03(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee Indenture Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the MortgageeIndenture Trustee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeIndenture Trustee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the MortgageeIndenture Trustee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to the Note Holders of Series AA and Related Note Holders of the Related Series A Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of the Related Series A Equipment Notes then due;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Lease excluding those amounts described in clauses Second and Third below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series C Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series C Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series C Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseLease (other than amounts specified in clauses Second and Third below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof), as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof)) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement excluding those amounts described in clauses "Second" and the Lease; "Third" below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof5.03; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series C Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series C Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series C Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Owner or as Owner may direct free and clear of the Lien of this Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesSecured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A Equipment Notes Secured Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes Secured Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration or other acceleration of the Equipment Notes specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseLease (other than amounts specified in clauses Second and Third below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) THIRD, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AHolders, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and FOURTH, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Lease excluding those amounts described in clauses Second and Third below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series C Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series C Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series C Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Trust Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof‎Section 3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof‎IV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofEquipment Notes shall have become due and payable pursuant to ‎Section 4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of Loan Trustee or WTC is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b‎Section 4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section ‎Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof‎Section 5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,Indenture and Security Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.] second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Lease excluding those amounts described in clauses Second and Third below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series B Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series B Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series B, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series B Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series B Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (iii) after giving effect to paragraph (ii) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series C Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series C Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series C Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except U.S. Bank, to the extent resulting from a failure of Loan Trustee or U.S. Bank is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC U.S. Bank or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC U.S. Bank and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b4.02(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b4.03(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesG Secured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) G Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series AG, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A Equipment Notes G Secured Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes G Secured Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of Loan Trustee or WTC is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above: N976JT

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be is required to (i) to reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of Loan Trustee is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second", "third" and "fourth" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A G Equipment Notes, Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) thereon, Break Amount, if any, with respect to the Series G Equipment Notes and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, distribution shall be distributed to the Note Holders Noteholders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then G Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A G Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series G Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (ii) after giving effect to subclause (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series C Equipment Notes and the accrued but unpaid interest thereon, Break Amount, if any, with respect to the Series C Equipment Notes and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution shall be distributed to Noteholders of Series C Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series C Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series C Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (iii) after giving effect to subclause (ii) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series D Equipment Notes and the accrued but unpaid interest thereon, Break Amount, if any, with respect to the Series D Equipment Notes and all other Secured Obligations in respect of the Series D Equipment Notes to the date of distribution shall be distributed to Noteholders of Series D Equipment Notes, ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series D Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series D Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; FOURTH, (i) so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Related Series G Core Equipment Notes and the accrued but unpaid interest thereon, Break Amount, if any, with respect to such Related Series G Core Equipment Notes and all other Related Secured Obligations in respect of the Related Series G Core Equipment Notes to the date of distribution shall be distributed to Related Loan Trustees for further distribution to Related Noteholders of Related Series G Core Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Related Series G Core Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to the aggregate unpaid Original Amount principal amount of all Related Series A G Core Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; (ii) after giving effect to subclause (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all remaining Related Series G Non-Core Equipment Notes and the accrued but unpaid interest thereon, Break Amount, if any, with respect to the Related Series G Non-Core Equipment Notes and all other Related Secured Obligations in respect of the Related Series G Non-Core Equipment Notes to the date of distribution shall be distributed to Related Loan Trustees for further distribution to Related Noteholders of Related Series G Non-Core Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Related Series G Non-Core Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Related Series G Non-Core Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (ii) above, so much of such payments or amounts remaining as is required to pay in full all Related Secured Obligations in respect of Related Series C Equipment Notes issued under any Related Indenture then due shall be distributed to Related Loan Trustees for further distribution to Related Noteholders of Related Series C Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid amount of all Related Secured Obligations in respect of such Related Series C Equipment Notes then due held by such holder bears to the aggregate unpaid amount of all other Related Secured Obligations in respect of such Related Series C Equipment Notes then due; and (iv) after giving effect to subclause (iii) above, so much of such payments or amounts remaining as is required to pay in full all Related Secured Obligations in respect of Related Series D Equipment Notes issued under any Related Indenture then due shall be distributed to Related Loan Trustees for further distribution to Related Noteholders of Related Series D Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid amount of all Related Secured Obligations in respect of such Related Series D Equipment Notes then due held by such holder bears to the aggregate unpaid amount of all other Related Secured Obligations in respect of such Related Series D Equipment Notes then due; and FIFTH, the balance, if any, of such payments or amounts shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesG Secured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) G Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series AG, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A Equipment Notes G Secured Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes G Secured Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.4, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof5) after if an Event of Default shall have occurred and be continuing exists and after the declaration acceleration specified in Section 4.04(b) hereof5.2(b), as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WFB for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof2.3(b)), expense expense, or other loss (including, without limitation, including all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products products, and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof5.3(b)) incurred by the Mortgagee or WTC WFB (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WFB, Agent or the Note Holders Lenders in the protection, exercise exercise, or enforcement of any right, power power, or remedy or any damages sustained by the Mortgagee, WTC WFB, Agent or any Note HolderLender, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WFB, Agent and the Note Holders in reimbursement of Lenders to reimburse such expenses and any other expenses for which the Mortgagee, WTC WFB, Agent or the Note Holders Lenders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case if the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)all amounts described above, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratablySECOND, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A the Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole and any LIBOR Breakage Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series ALenders, and in case if the aggregate amount so to be distributed shall be is insufficient to pay in full as aforesaidfull, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution date, bears to (y) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date distribution date; THIRD, subject to Section 7.5 of distribution;the Loan Agreement, so much of such payments or amounts remaining as is required to pay in full the amounts specified in clauses FIRST and SECOND of Section 3.3 of each Related Mortgage, pro rata as to amounts outstanding, but with priority of such clause FIRST amounts over such clause SECOND amounts; and FOURTH, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Borrower.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b4.02(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b4.03(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all [Series A Equipment NotesG-1 Secured Certificates] [and] [Series G-2 Secured Certificates], and the accrued but unpaid interest and other amounts due thereon thereon, [Break Amount (other than Make-Whole Amount which shall not be due and payable) and with respect to the Series G-1 Secured Certificates), if any], all other Secured Obligations in respect of [the Series A Equipment Notes (other than Make-Whole Amount) G-1 Secured Certificates] [and] [the Series G-2 Secured Certificates] to the date of distribution, shall be distributed to the Note Certificate Holders of [Series AG-1] [and] [Series G-2], and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Certificate Holder of [Series G-1] [and] [Series G-2] in the proportion that the aggregate unpaid Original Principal Amount of [all Series A Equipment Notes G-1 Secured Certificates] [and] [all Series G-2 Secured Certificates] held by each holder Certificate Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all [Series A Equipment Notes held by all such holders G-1 Secured Certificates] [and] Series G-2 [Secured Certificates] plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTNA, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTNA is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC WTNA or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC WTNA or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC WTNA and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC WTNA or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay any and all amounts payable to WTC or the other Indenture Indemnitees Mortgagee hereunder and under any and all amounts payable pursuant to the Participation Agreement and the Leasethird paragraph of Section 2.02; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration or other acceleration of the Equipment Notes specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, Indenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [Reg. No.] products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b4.02(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b4.03(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;to

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) [Reg. No.] reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i30 Indenture and Security Agreement (American Airlines 2021-1 EETC) so much of such payments or amounts remaining as shall be required [Reg. No.] third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesG-2 Secured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) G-2 Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series AG-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A Equipment Notes G-2 Secured Certificates held by each holder Certificate Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by all such holders G-2 Secured Certificates plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”"MORTGAGED PROPERTY") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesA-1 Secured Certificates and Series A-2 Secured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) A-1 Secured Certificates and the Series A-2 Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series AA-1 and Series A-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A Equipment Notes A-1 Secured Certificates and all Series A-2 Secured Certificates held by each holder Certificate Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by all such holders A-1 Secured Certificates and Series A-2 Secured Certificates plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Lease excluding those amounts described in clauses Second and Third below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) Third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner Trustee free and clear of the Lien of this Trust Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofEquipment Notes shall have become due and payable, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WTNA for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WTNA or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC WTNA or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WTNA and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC WTNA or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over BACK the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to the Note Holders of Series AA and Related Note Holders of the Related Series A Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of the Related Series A Equipment Notes then due;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereofDuring the continuance of any Event of Default, all payments received by Agent and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part Agent on behalf of the Trust Indenture Estate, Lenders shall be promptly distributed by the Mortgagee applied in the following order of priority: First,so much , to pay all proper fees, charges, expenses, or advances made or incurred by Agent in the collection or distribution of such payments payment or amounts as shall be required otherwise in accordance with the provisions of this Agreement or the Mortgage, and of any and all other sums then owing to Agent by Borrower under the Basic Documents (iincluding any amount payable by or for the account of Agent under section 9.04(b) reimburse of the Mortgagee or WTC for any tax (except Mortgage); Second, to pay to the extent resulting from a failure then-existing and prior holders of the Mortgagee to withhold taxes pursuant to Certificates all proper fees, charges, expenses (including expenses under Section 2.04(b) 13.03 hereof, and all amounts payable under Article IX hereof), expense and advances made or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products incurred by such then-existing and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) prior holders of Certificates and for which Borrower is responsible pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Basic Documents (to the extent not previously reimbursed), the expenses without priority of one such then-existing or prior holder of Certificates over any saleother, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement proportion of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount of such fees, charges, expenses, and advances made or incurred by each such then-existing or prior holder of Certificates bears to be so distributed is insufficient the aggregate amount of such fees, charges, expenses, and advances made or incurred by all such then-existing and prior holders of Certificates; Third, to pay in full the unpaid interest on the Certificates due to the date of distribution (as aforesaid well as interest on overdue principal and, to the extent permitted by applicable law, overdue interest at the rate set forth in clauses (i) and (iisection 4.06 hereof), then ratablyand the then-outstanding principal of the Certificates, without priority of one Lender over the other, in proportion to the amounts owed each hereunder; Second,so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the any other, in the proportion that the aggregate unpaid Original Amount outstanding principal of each Lender's Certificate(s) on such date of application bears to the outstanding principal of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and Certificates outstanding on such date of application; Fourth, to pay all other amounts then due hereunder or thereunder (other than Make-Whole Amountby Borrower to the Lenders under the Basic Documents; Fifth, the balance, if any) , of such payments remaining thereafter shall be distributed to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;Borrower.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b4.02(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b4.03(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesG-2 Secured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) G-2 Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series AG-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A Equipment Notes G-2 Secured Certificates held by each holder Certificate Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by all such holders G-2 Secured Certificates plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseLease (other than amounts specified in clauses SECOND and THIRD below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) [Reg. No.] Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesG Secured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) G Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series AG, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A Equipment Notes G Secured Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes G Secured Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of Loan Trustee or WTC is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Indenture and the LeaseSecurity Agreement (2020-1 EETC) N946JL Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of Loan Trustee is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A G-1 Equipment Notes, Notes and Series G-2 Equipment Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G-1 Equipment Notes (other than Make-Whole Amount) and Series G-2 Equipment Notes to the date of distribution, distribution shall be distributed to the Note Holders Noteholders of Series A, G-1 Equipment Notes and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then Series G-2 Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A G-1 Equipment Notes and Series G-2 Equipment Notes held by each holder Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to the aggregate unpaid Original Amount principal amount of all Series A G-1 Equipment Notes and Series G-2 Equipment Notes held by all such holders Noteholders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; (ii) after giving effect to subclause (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series C Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution shall be distributed to Noteholders of Series C Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series C Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series C Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (iii) after giving effect to subclause (ii) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series D Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series D Equipment Notes to the date of distribution shall be distributed to Noteholders of Series D Equipment Notes, ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series D Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series D Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and fourth, the balance, if any, of such payments or amounts shall be distributed to Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be 2002 EETC - Mortgage (Owned) (10) continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Mortgage Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than 2002 EETC - Mortgage (Owned) (10) Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, OWNED AIRCRAFT INDENTURE 19 498 liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: TRUST INDENTURE 22-1 (A and B) 22 First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WTNA for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WTNA or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC WTNA or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WTNA and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC WTNA or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to the Note Holders of Series AA and Related Note Holders of the Related Series A Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;distribution and all other Related Secured Obligations in respect of the Related Series A Equipment Notes then due; TRUST INDENTURE 22-1 (A and B) 23

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b4.02(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Collateral (including any payments or amounts received from a Related Indenture Trustee under any Related Trust Indenture EstateIndenture), shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to reimburse (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.03(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all pay any other amounts payable then due to the Indenture Trustee, the Certificate Holders or the other Indenture Indemnitees hereunder and under any Operative Document (including by subrogation pursuant to Section 2.7(h) of the Participation Agreement and the Lease; Intercreditor Agreement) and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesSecured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A Equipment Notes Secured Certificates held by each holder Certificate Holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes held by all such holders Secured Certificates plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WTNA for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WTNA or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC WTNA or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WTNA and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC WTNA or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Note Purchase Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofEquipment Notes shall have become due and payable, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) N936AN (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: Indenture and Security Agreement (American Airlines 2013-1 Aircraft EETC) N936AN (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations (including Section 4.02 Premium, if any) in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AA Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Secured Certificates shall have become due and payable pursuant to Section 4.04(b4.02(b) hereof, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b4.03(b) hereof) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Certificate Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Certificate Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Certificate Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; Document and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Certificate Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Certificate Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Certificate Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A Equipment NotesSecured Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) Secured Certificates to the date of distribution, shall be distributed to the Note Certificate Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A Equipment Notes Secured Certificates held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A Equipment Notes Secured Certificates held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures Indenture and Security Agreement [Reg. No.] actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay any and all amounts payable to WTC or the other Indenture Indemnitees Mortgagee hereunder and under any and all amounts payable pursuant to the Participation Agreement third paragraph of Section 2.02 (other than amounts specified in clauses SECOND and the LeaseTHIRD below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, Indenture and Security Agreement (American Airlines 2016-1 Aircraft EETC) [Reg. No.] products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: Indenture and Security Agreement (American Airlines 2017-2 Aircraft EETC) [Reg. No.] (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of the Mortgagee Loan Trustee is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes, Notes and Series A-2 Equipment Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 Equipment Notes (other than Make-Whole Amount) and Series A-2 Equipment Notes to the date of distribution, distribution shall be distributed to the Note Holders Noteholders of Series A, A-1 Equipment Notes and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then Series A-2 Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes and Series A-2 Equipment Notes held by each holder Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes and Series A-2 Equipment Notes held by all such holders Noteholders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; (ii) after giving effect to subclause (i) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series B Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series B Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series B Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series B Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series B Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (ii) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series C Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series C Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series C Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series C Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (iv) after giving effect to subclause (iii) above, so much of such payments or amounts remaining as is required to pay in full the aggregate unpaid principal amount of all Series D Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series D Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series D Equipment Notes, ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series D Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series D Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and FOURTH, the balance, if any, of such payments or amounts shall be distributed to the Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of the Mortgagee Loan Trustee is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;Section

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Document, and Indenture and Security Agreement and (American Airlines 2013-1 Aircraft EETC) [Reg. No.] (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.05, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of the Mortgagee Loan Trustee is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b) hereof4.02(a)) incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A G Equipment Notes, Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) , Break Amount, if any, and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, distribution shall be distributed to the Note Holders Noteholders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then G Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A G Equipment Notes held by each holder Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to the aggregate unpaid Original Amount principal amount of all Series A G Equipment Notes held by all such holders Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (ii) after giving effect to subclause (i) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series C Equipment Notes and the accrued but unpaid interest and all other than Make-Whole AmountSecured Obligations in respect of the Series C Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series C Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series C Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series C Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (ii) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series D Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series D Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series D Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series D Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series D Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (iv) after giving effect to subclause (iii) above, if any Series E Equipment Notes shall have been issued hereunder, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series E Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series E Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series E Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series E Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series E Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of Loan Trustee or WTC is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Indenture and the LeaseSecurity Agreement (2020-1 EETC) N2002J Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay any and all amounts payable to WTC or the other Indenture Indemnitees Mortgagee hereunder and under any and all amounts payable pursuant to the Participation Agreement and the Leasethird paragraph of Section 2.02; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTNA, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTNA is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC WTNA or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC WTNA or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC WTNA and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC WTNA or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, after giving effect to clause “second” above: Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] Exhibit 4.9 (i) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A AA Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders Noteholders of Series AAA Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by each holder thereof plus the accrued but unpaid interest and other amounts due in respect thereof hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to (y) the aggregate unpaid Original Amount principal amount of all Series A AA Equipment Notes held by all such holders thereof plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or Indenture and Security Agreement (American Airlines 2013-2 Aircraft EETC) N907AN the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Loan Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)compensation, tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) to pay all amounts payable to the other Indenture Mortgage Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not Indenture and Security Agreement (American Airlines 2017-1 Aircraft EETC) [Reg. No.] previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (other than any Unindemnified Tax and except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b2.03(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement (including by subrogation pursuant to Section 2.7 of the Intercreditor Agreement) and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(i[Trust Indenture and Mortgage (NXXXUA)] Third, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the all Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of the Series AA Equipment Notes, and in case the aggregate amount so to be so distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of amounts on all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) Note Holder to the date of distribution, bears to the aggregate unpaid Original Amount of amounts on all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) Note Holders to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") ------------------ pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Mortgage Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Make- Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, Indenture and Security Agreement (American Airlines 2016-2 Aircraft EETC) [Reg. No.] products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WTNA for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WTNA or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC WTNA or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WTNA and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC WTNA or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to the Note Holders of Series AA and Related Note Holders of the Related Series A Equipment Notes, and TRUST INDENTURE 2020-1 in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of the Related Series A Equipment Notes then due;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except WTC, to the extent resulting from a failure of the Mortgagee Loan Trustee or WTC is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) pay all amounts payable Secured Obligations then due to the other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than Indenture and the LeaseSecurity Agreement (American Airlines 2014-1 Aircraft EETC) [Reg. No.] amounts specified in clauses “second” and “third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof), as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof)) incurred by the Mortgagee or WTC Indenture Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Indenture Trustee or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Indenture Trustee or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC itself and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Indenture Trustee or the Note Holders are entitled to reimbursement under any Operative Agreement Document and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the applicable Participation Agreement excluding those amounts described in clauses "Second" and the Lease; "Third" below, and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof5.03; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A G Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AG, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Principal Amount of all Series A G Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and (ii) after giving effect to paragraph (i) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Principal Amount of all Series C Equipment Notes, and the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution, shall be distributed to the Note Holders of Series C, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Principal Amount of all Series C Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution, bears to the aggregate unpaid Principal Amount of all Series C Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Owner or as Owner may direct free and clear of the Lien of this Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ attorneys fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) any and all amounts payable to WTC or the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseMortgagee hereunder; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WTNA for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WTNA or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC WTNA or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WTNA and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC WTNA or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case TRUST INDENTURE 2023-1 21 the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to the Note Holders of Series AA and Related Note Holders of the Related Series A Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of the Related Series A Equipment Notes then due;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.4, all payments received and amounts held or realized by the Mortgagee Security Agent (including any amounts realized by the Mortgagee Security Agent from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof5) after if an Event of Default shall have occurred and be continuing exists and after the declaration acceleration specified in Section 4.04(b) hereof5.2(b), as well as all payments or amounts then held by the Mortgagee Security Agent as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Security Agent in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Security Agent for any tax (except to the extent resulting from a failure of the Mortgagee Security Agent to withhold taxes pursuant to Section 2.04(b2.3(b) hereofunless such failure of Security Agent to withhold is as a result of or caused by any breach by Borrower of its obligations, representations or covenants under any of the Operative Agreements), expense expense, or other loss (including, without limitation, including all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products products, and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof5.3(b)) incurred by the Mortgagee or WTC Security Agent (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Security Agent or the Note Holders Lenders in the protection, exercise exercise, or enforcement of any right, power power, or remedy or any damages sustained by the Mortgagee, WTC Security Agent or any Note HolderLender, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Security Agent as between itself, WTC itself and the Note Holders in reimbursement of Lenders to reimburse (x) such expenses and (y) any other expenses for which the Mortgagee, WTC Security Agent or the Note Holders Lenders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case if the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)all amounts described above, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratablySECOND, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A the Equipment Notes, and the accrued but unpaid interest interest, any Breakage Amount and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and on all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series ALenders, and in case if the aggregate amount so to be distributed shall be is insufficient to pay in full as aforesaidfull, then ratably, without priority of one over the other, in the proportion that (x) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution date, bears to (y) the aggregate unpaid Original Amount of all Series A the Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date distribution date; THIRD, subject to Section 7.5 of distribution;the Loan Agreement, so much of such payments or amounts remaining as is required to pay in full all other Secured Obligations, pro rata as to amounts outstanding, but with priority of such clause FIRST amounts over such clause SECOND amounts; FOURTH, the balance, if any, of such payments or amounts remaining thereafter shall be distributed as required by any provision of Law, and the balance, if any, to or as directed by Borrower.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except Loan Trustee, to the extent resulting from a failure of the Mortgagee Loan Trustee is entitled to withhold taxes pursuant to Section 2.04(b) hereof)be reimbursed or indemnified under the Operative Documents, for any Tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral and every part thereof pursuant to Section 4.05(b) hereof4.02(a)) incurred by the Mortgagee or WTC Loan Trustee (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, costs and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC Loan Trustee or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC itself and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Loan Trustee or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document, and (ii) to pay all amounts payable (except as provided in clauses "second" and "third" below) to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount so to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)aforesaid, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(ithird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes, Notes and Series A-2 Equipment Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 Equipment Notes (other than Make-Whole Amount) and Series A-2 Equipment Notes to the date of distribution, distribution shall be distributed to the Note Holders Noteholders of Series A, A-1 Equipment Notes and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then Series A-2 Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes and Series A-2 Equipment Notes held by each holder Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, distribution bears to the aggregate unpaid Original Amount principal amount of all Series A A-1 Equipment Notes and Series A-2 Equipment Notes held by all such holders Noteholders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; (ii) after giving effect to subclause (i) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series B Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series B Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series B Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series B Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series B Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; (iii) after giving effect to subclause (ii) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series C Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series C Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series C Equipment Notes ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series C Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series C Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and (iv) after giving effect to subclause (iii) above, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of all Series D Equipment Notes and the accrued but unpaid interest and all other Secured Obligations in respect of the Series D Equipment Notes to the date of distribution shall be distributed to the Noteholders of Series D Equipment Notes, ratably, without priority of one over the other, in the proportion that the aggregate unpaid principal amount of all Series D Equipment Notes held by each Noteholder plus the accrued but unpaid interest and other amounts due hereunder or thereunder to the date of distribution bears to the aggregate unpaid principal amount of all Series D Equipment Notes held by all such Noteholders plus the accrued but unpaid interest and other amounts due thereon to the date of distribution; and fourth, the balance, if any, of such payments or amounts shall be distributed to the Company. No Make-Whole Amount shall be payable on the Equipment Notes as a consequence of or in connection with an Event of Default or the acceleration of the Equipment Notes.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereofSections 3.04(b) and 3.04(c), all payments received in any Collateral Account or otherwise and amounts held or realized by the Mortgagee (including the Axxxx Xxxx Collateral Amount, Air Nostrum Excess Amounts and any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the any Lease or Article IV hereof) after an Event of Default shall have occurred in any Collateral Account and be continuing and after the declaration specified in Section 4.04(b) hereofCash Collateral Account, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateMortgaged Property in each case after (i) an Event of Default shall have occurred and be continuing and (ii) a Mortgagee Event shall have occurred and be continuing, shall be promptly distributed by the Mortgagee in the following order of priority: First,first, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Property pursuant to Section 4.05(b) hereof)) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC Mortgagee or the Note Holders Participants in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwiseotherwise (it being agreed and understood that reimbursement for fees, costs and expenses of legal counsel shall be limited to the reasonable and documented fees and expenses of one primary counsel to all Finance Parties (as defined in the Credit Agreement) taken as a whole and one local counsel for all Finance Parties in any relevant jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel to each affected person), upon such Event of Default shall be applied by the Mortgagee as between itself, WTC itself and the Note Holders Participants in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC Mortgagee or the Note Holders Participants are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseDocument; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii)second, then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,on a pari passu basis so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (pay all Secured Obligations owing to the extent not previously reimbursedSecured Parties (other than as provided in clause “third” below) to the date of distribution, shall be paid to the Security Trustee for distribution to the Participants holding Loan Certificates on a pro rata basis to be distributed to by such then existing or prior Note Holders ratably, without priority of one over the other, Participants in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof2.05; Third,(i) third, on a pari passu basis so much of such payments or amounts remaining as shall be required to pay in full (i) the aggregate unpaid Original Amount of all Series A Equipment NotesLoan Certificates, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and any related Swap Breakage Loss, LIBOR Breakage and Liquidity Breakage then due and owing and (ii) all Swap Obligations, shall be paid to the Security Trustee for distribution to the Participants and the Swap Counterparty on a pro rata and pari passu basis; and fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Note Holders of Series A, Borrowers on a pro rata and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;pari passu basis.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof)tax, expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee Loan Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and hereunder, under the Participation Agreement and the Lease; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; 839 40 Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration or other acceleration of the Equipment Notes specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseLease (other than amounts specified in clauses Second and Third below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(i) Third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AHolders, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;as

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC WTNA for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC WTNA (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC WTNA or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC WTNA or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC WTNA and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC WTNA or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,so much , to pay the amounts specified in paragraph (i) of such payments or clause “Third” of Section 3.03 hereof plus Make-Whole Amount, if any, then due and payable in respect of the Series A Equipment Notes, but excluding distributions of amounts remaining as shall be required of Related Secured Obligations to reimburse the then existing or prior Related Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over Holders; BACK the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to the Note Holders of Series AA and Related Note Holders of the Related Series A Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of the Related Series A Equipment Notes then due;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (other than any Unindemnified Tax and except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b2.03(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(i) [Trust Indenture and Mortgage (NXXXUA)] Third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, Notes and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the all Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of the Series AA Equipment Notes, and in case the aggregate amount to be so distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid amounts on all Series A Equipment Notes held by each Note Holder to the date of distribution, bears to the aggregate unpaid amounts on all Series A Equipment Notes held by all such Note Holders to the date of distribution; Fourth, so much of such payments or amounts remaining as shall be required to pay in full all Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to Related Note Holders of the Related Series A Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that all Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder bears to all Related Secured Obligations in respect of the Related Series A Equipment Notes then due; Fifth, except as otherwise provided in an amendment to this Trust Indenture pursuant to Section 10.01(b) hereof, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Additional Series Equipment Notes, the accrued but unpaid interest and other amounts due thereon and all other Secured Obligations in respect of the Additional Series Equipment Notes to the date of distribution, shall be distributed to the Note Holders of the Additional Series, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Additional Series A Equipment Notes held by each holder Note Holder plus the accrued but unpaid interest and all other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) with respect to such Additional Series Equipment Note to the date of distribution, bears to the aggregate unpaid Original Amount of all Additional Series A Equipment Notes held by all such holders Note Holders plus the accrued but unpaid interest and all other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; Sixth, except as otherwise provided in an amendment to this Trust Indenture pursuant to Section 10.01(b) hereof, so much of such payments or amounts remaining as shall be required to pay in all Related Secured Obligations in respect of the Related Additional Series Equipment Notes then due, shall be distributed to the Related Note Holders of the Related Additional Series Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to [Trust Indenture and Mortgage (NXXXUA)] pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that all Related Secured Obligations then due in respect of Related Additional Series Equipment Notes held by such holder bears to all Related Secured Obligations in respect of Related Additional Series Equipment Notes then due; Seventh, if any Related Equipment Note is outstanding, any of such payments or amounts remaining and any invested Cash Equivalents shall be held by the Mortgagee in an Eligible Account in accordance with the provisions of Section 3.08 (and invested as provided in Section 6.06 hereof) as additional security for the Related Secured Obligations, and such amounts (and any investment earnings thereon) shall be distributed from time to time in accordance with the foregoing provisions of clause “Fourth” or “Sixth”, as applicable, as and to the extent any Related Secured Obligation shall at any time and from time to time become due and remain unpaid after the giving of any required notice and the expiration of any applicable grace period; and, upon the payment in full of all Related Secured Obligations the balance, if any, of any such remaining amounts and investment earnings thereon shall be applied as provided in clause Eighth of this Section 3.03; and Eighth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofEquipment Notes shall have become due and payable, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseAgreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series AA-1 and Series A-2, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) Indenture Trustee after an Event of Default shall have occurred and be continuing and after the declaration specified in Indenture Trustee has declared the Equipment Notes to be accelerated pursuant to Section 4.04(b5.02 (or the Equipment Notes shall have otherwise become immediately due and payable as provided therein) hereofor has elected to foreclose or otherwise exercise any remedies under this Indenture (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Article V), as well as all payments or amounts then held or thereafter received by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateEstate while such Event of Default shall be continuing, shall be promptly distributed forthwith by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC Indenture Trustee for any tax fees which are due and payable for its services under this Indenture and any tax, expense (except including reasonable attorney’s fees) or other loss incurred by the Indenture Trustee (to the extent resulting from a failure reimbursable and not previously reimbursed and to the extent incurred in connection with its duties as Indenture Trustee) shall be distributed to the Indenture Trustee; Second, so much of such payments or amounts as shall be required to reimburse the holders of the Mortgagee Equipment Notes for payments made by them to withhold taxes the Indenture Trustee pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC 6.03 (to the extent not previously reimbursed), and to pay such holders of the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by Equipment Notes the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts payable to them pursuant to the other Indenture Indemnitees hereunder and under provisions of the Participation Agreement and or this Indenture (other than the Lease; and sums referred to in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (iiclause Third below), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratablyholders of the Equipment Notes, without priority of one over the other, in accordance with the amount of the payment or payments made by by, or payable to, each such then existing or prior Note Holder pursuant to said Section 5.03 hereofholder; Third,(i) Third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notesprincipal of, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) , if any, and accrued interest (to the date of distribution) on all Equipment Notes, shall be distributed payable to the Note Holders Holders, then due and payable, 15 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)] whether by declaration of Series Aacceleration pursuant to Section 5.02 or otherwise, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaidthe aforesaid amounts, then then, ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by each holder such Note Holders, plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) thereon to the date of distribution, bears to the aggregate unpaid Original Amount principal amount of all Series A Equipment Notes held by all such holders Notes, plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;; and Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner free and clear of the Lien of this Indenture. No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the acceleration of the Equipment Notes as a result of an Event of Default.

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof3.04, all payments received and amounts held or realized by the Mortgagee Loan Trustee (including any amounts realized by the Mortgagee Loan Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereofIV) after both an Event of Default shall have occurred and be continuing and after the declaration specified in Equipment Notes shall have become due and payable pursuant to Section 4.04(b) hereof4.02(a), as well as all payments or amounts then held by the Mortgagee Loan Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Loan Trustee in the following order of priority: First,first, so much of such payments or amounts as shall be is required to (i) reimburse the Mortgagee Loan Trustee or WTC for any tax (except U.S. Bank, to the extent resulting from a failure of Loan Trustee or U.S. Bank is entitled to be reimbursed or indemnified under the Mortgagee to withhold taxes pursuant to Section 2.04(bOperative Documents, for any Tax, Indenture and Security Agreement (2020-1 EETC) hereof), N301DV expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “Mortgaged Property”) Collateral pursuant to Section 4.05(b4.02(a)) hereof) actually incurred by the Mortgagee Loan Trustee or WTC U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures actually incurred or expenditures or advances made by the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeLoan Trustee, WTC U.S. Bank or any Note HolderNoteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Loan Trustee as between itself, WTC U.S. Bank and the Note Holders Noteholders in reimbursement of such expenses and any other expenses for which the MortgageeLoan Trustee, WTC U.S. Bank or the Note Holders Noteholders are entitled to reimbursement under any Operative Agreement Document and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and the Lease“third” below); and in the case the aggregate amount so to be so distributed is shall be insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,second, after giving effect to clause “first” above, so much of such payments or amounts remaining as shall be is required to reimburse the then existing or prior Note Holders Noteholders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders Noteholders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder Noteholder pursuant to said Section 5.03 hereof5.03; Third,(i) so much of such payments or amounts remaining as shall be required third, after giving effect to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture Estate, shall be promptly distributed by the Mortgagee in the following order of priority: First,FIRST, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (all such property being herein called the “"Mortgaged Property”") pursuant to Section 4.05(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement and the LeaseLease (other than amounts specified in clauses Second and Third below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,SECOND, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 hereof; Third,(iTHIRD, (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A A-1 and Series A-2 Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A A-1 and Series A-2 Equipment Notes (other than Make-Whole Amount) to the date of distribution, shall be distributed to the Note Holders of Series A, A-1 and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distribution;Series

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee Indenture Trustee (including any amounts realized by the Mortgagee Indenture Trustee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b) hereofcontinuing, as well as all payments or amounts then held by the Mortgagee Indenture Trustee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee Indenture Trustee in the following order of priority: First,, so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee Indenture Trustee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee Indenture Trustee to withhold taxes pursuant to Section 2.04(b2.03(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate Collateral (all such property being herein called the “Mortgaged Property”) pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee Indenture Trustee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the MortgageeIndenture Trustee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the MortgageeIndenture Trustee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee Indenture Trustee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the MortgageeIndenture Trustee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement (other than amounts specified in clauses Second and the LeaseThird below); and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,, so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed to such then existing or prior Note Holders ratably, without priority of one over the other, in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird, (i ) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount which shall not be due and payable) and all other Secured Obligations in respect of the Series A Equipment Notes (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of Related Series A Equipment Notes then due, shall be distributed to the Note Holders of Series AA and Related Note Holders of the Related Series A Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, to each Note Holder and Related Note Holder in the proportion that the aggregate unpaid Original Amount of all Series A Equipment Notes held by each such holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole Amount, if any) to the date of distributiondistribution and all other Related Secured Obligations then due in respect of the Related Series A Equipment Notes held by such holder, bears to the aggregate unpaid Original Amount of all Series A Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount) to the date of distributiondistribution and all other Related Secured Obligations in respect of the Related Series A Equipment Notes then due;

Payments After Event of Default. Except as otherwise provided in Section 3.04 hereof, all payments received and amounts held or realized by the Mortgagee (including any amounts realized by the Mortgagee from the exercise of any remedies pursuant to Section 15 of the Lease or Article IV V hereof) after an Event of Default shall have occurred and be continuing and after the declaration specified in Section 4.04(b5.02(b) hereof, as well as all payments or amounts then held by the Mortgagee as part of the Trust Indenture EstateCollateral, shall be promptly distributed by the Mortgagee in the following order of priority: First,: so much of such payments or amounts as shall be required to (i) reimburse the Mortgagee or WTC for any tax (except to the extent resulting from a failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b) hereof), expense or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the rents, revenues, issues, products and profits of, the property included in the Trust Indenture Estate (Collateral, all such property being herein called the “Mortgaged Property”) "MORTGAGED PROPERTY" pursuant to Section 4.05(b5.03(b) hereof) incurred by the Mortgagee or WTC (to the extent not previously reimbursed), the expenses of any sale, or other proceeding, reasonable attorneys’ ' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Mortgagee, WTC or the Note Holders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon such Event of Default shall be applied by the Mortgagee as between itself, WTC and the Note Holders in reimbursement of such expenses and any other expenses for which the Mortgagee, WTC or the Note Holders are entitled to reimbursement under any Operative Agreement Agreement, and (ii) pay all amounts Secured Obligations payable to the other Indenture Indemnitees hereunder and under the Participation Agreement Note Purchase Agreements (other than amounts specified in clauses Second and Third of this Section 3.03 below), provided that, with respect to any such Secured Obligation the Leasepayment of which is specifically addressed in Section 3.2 of the Intercreditor Agreement, funds available for payment of all such Secured Obligations shall be paid by the Mortgagee to the Subordination Agent for deposit into the Collection Account (as defined in the Intercreditor Agreement) for distribution pursuant to Section 3.2 of the Intercreditor Agreement; and in the case the aggregate amount to be so distributed is insufficient to pay as aforesaid in clauses (i) and (ii), then ratably, without priority of one over the other, in proportion to the amounts owed each hereunder; Second,: so much of such payments or amounts remaining as shall be required to reimburse the then existing or prior Note Holders for payments made by such Note Holders pursuant to Section 5.03 6.03 hereof (to the extent not previously reimbursed) shall be distributed first to such then existing or prior Senior Equipment Note Holders ratably, without priority of one over the other, and second to such then existing or prior Junior Equipment Note Holders ratably, without priority of one over the other, in all cases in accordance with the amount of the payment or payments made by each such then existing or prior Note Holder pursuant to said Section 5.03 6.03 hereof; Third,(iThird: (i) so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid Original Amount of all Series A Senior Equipment Notes, and the accrued but unpaid interest and other amounts due thereon (other than Make-Whole Amount Premium which shall not be due and payable) ), and Break Amount, if any, with respect to all Senior Equipment Notes and all other Secured Obligations in respect of the Series A Senior Equipment Notes (other than Make-Whole AmountPremium) to the date of distribution, shall be distributed to the Note Holders of Series Asuch Senior Equipment Notes, and in case the aggregate amount so to be distributed shall be insufficient to pay in full as aforesaid, then ratably, without priority of one over the other, in the proportion that the aggregate unpaid Original Amount of all Series A Senior Equipment Notes held by each holder plus the accrued but unpaid interest and other amounts due hereunder or thereunder (other than Make-Whole AmountPremium, if any) to the date of distribution, bears to the aggregate unpaid Original Amount of all Series A Senior Equipment Notes held by all such holders plus the accrued but unpaid interest and other amounts due thereon (other than Make-Whole AmountPremium) to the date of distribution;