Common use of Payments After Event of Default Clause in Contracts

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 N801DZ incurred or expenditures or advances made by Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Indenture and Security Agreement (2020-1 EETC) N568AS Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable then due to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:: Indenture and Security Agreement (2020-1 EETC) N568AS

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Indenture and Security Agreement (2010-2 EETC) [Reg. No.] profits of, the property included in the Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) Indenture and Security Agreement (2019-1 EETC) N510DN actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; Indenture and Security Agreement (2020-1 EETC) N826DN third, after giving effect to clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by the Loan Trustee (including any amounts realized by the Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by the Loan Trustee as part of the Collateral, shall be promptly distributed by the Loan Trustee in the following order of priority: first, so much of such payments or amounts as is shall be required to (i) reimburse the Loan Trustee or U.S. Bank, to the extent the Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by the Loan Trustee or 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, costs and any other expenditures actually incurred or expenditures or advances made by the Loan Trustee, U.S. Bank or the Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Loan Trustee as between itself, U.S. Bank and the Noteholders in reimbursement of such expenses and any other expenses for which the Loan Trustee, U.S. Bank or the Noteholders are entitled to reimbursement under any Operative Document, and (ii) pay all Secured Obligations then due to the other Indenture and Security Agreement (2010American Airlines 2011-1 2 Aircraft EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under this Indenture, the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is shall be required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than Indenture and Security Agreement (2011-1 EETC) [Reg. No.] amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by the Loan Trustee (including any amounts realized by the Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by the Loan Trustee as part of the Collateral, shall be promptly distributed by the Loan Trustee in the following order of priority: first, so much of such payments or amounts as is shall be required to (i) reimburse the Loan Trustee or U.S. Bank, to the extent the Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by the Loan Trustee or U.S. Bank (to the extent not previously reimbursed), the expenses of any sale, taking or other proceeding, Indenture and Security Agreement (American Airlines 2011-1 Aircraft EETC) [Reg. No.] 28 reasonable attorneys’ fees and expenses, court costs, costs and any other expenditures actually incurred or expenditures or advances made by the Loan Trustee, U.S. Bank or the Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by the Loan Trustee as between itself, U.S. Bank and the Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which the Loan Trustee, U.S. Bank or the Noteholders are entitled to reimbursement under any Operative Document Document, and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable 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 “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is shall be required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Indenture and Security Agreement (2009-1 EETC) [Reg. No.] 26 Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related 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 “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Indenture and Security Agreement (2011-1 EETC) [Reg. No.] profits of, the property included in the Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Indenture and Security Agreement (2020-1 EETC) N494AS Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable then due to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:: N494AS

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) Indenture and Security Agreement (2019-1 EETC) N360DN actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:: N907DN

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document (including by subrogation pursuant to Section 2.07(h) of the Intercreditor Agreement) and (ii) pay all Secured Obligations (excluding any Related 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 “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable then due to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above:: N626QX

Payments After Event of Default. Except as otherwise provided in Section 3.04, all payments received and amounts held or realized by Loan Trustee (including any amounts realized by Loan Trustee from the exercise of any remedies pursuant to Article IV) after both an Event of Default shall have occurred and be continuing and the Equipment Notes shall have become due and payable pursuant to Section 4.02(a), as well as all payments or amounts then held by Loan Trustee as part of the Collateral, shall be promptly distributed by Loan Trustee in the following order of priority: first, so much of such payments or amounts as is required to (i) reimburse Loan Trustee or U.S. Bank, to the extent Loan Trustee or U.S. Bank is entitled to 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 Collateral pursuant to Section 4.02(a)) Indenture and Security Agreement (2019-1 EETC) N103DU actually incurred by Loan Trustee or 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 Loan Trustee, U.S. Bank or Noteholders in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by Loan Trustee, U.S. Bank or any Noteholder, liquidated or otherwise, upon such Event of Default shall be applied by Loan Trustee as between itself, U.S. Bank and Noteholders in reimbursement of such Indenture and Security Agreement (2010-1 EETC) [Reg. No.] 29 expenses and any other expenses for which Loan Trustee, U.S. Bank or Noteholders are entitled to reimbursement under any Operative Document and (ii) pay all Secured Obligations (excluding any Related Secured Obligations) payable to other Indenture Indemnitees hereunder and under the Participation Agreement or the Equipment Notes (other than amounts specified in clauses “second” and “third” below); and in case the aggregate amount so to be distributed 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, after giving effect to clause “first” above, so much of such payments or amounts remaining as is required to reimburse the then existing or prior Noteholders for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such then existing or prior 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 Noteholder pursuant to Section 5.03; third, after giving effect to clause “second” above: