THE EXTENT
PRACTICABLE, DELIVER ALL ORIGINAL AND OTHER DOCUMENTS EVIDENCING AND RELATING
TO, THE PERFORMANCE OF ANY LABOR, MAINTENANCE, REMARKETING OR OTHER SERVICE
WHICH GAVE RISE TO SUCH ACCOUNTS, INCLUDING, WITHOUT LIMITATION, ALL ORIGINAL
ORDERS, INVOICES AND SHIPPING RECEIPTS.
(D)
ON EACH PAYMENT DATE UNDER EACH SUPPLEMENT FOR A SERIES, AFTER
PAYMENT OF ALL OTHER AMOUNTS THEN PAYABLE TO THE INDENTURE TRUSTEE, ANY
NOTEHOLDER OR ANY OTHER PERSON ENTITLED THERETO (EXCEPT THE ISSUER), ALL EXCESS
CASH AVAILABLE FOR DISTRIBUTION SHALL BE PAID TO THE INDENTURE TRUSTEE FOR
PAYMENT TO THE NOTEHOLDERS UNDER ALL OTHER SERIES (EACH, A "DEFICIENT SERIES")
OF THE AMOUNT (THE "DEFICIENCY AMOUNT") BY WHICH THE AMOUNTS ON DEPOSIT IN THE
RELATED SERIES ACCOUNT ARE INSUFFICIENT FOR THE PAYMENT IN FULL OF ALL
OUTSTANDING OBLIGATIONS THEN DUE AND PAYABLE.
SUCH EXCESS CASH AVAILABLE FOR
DISTRIBUTION SHALL BE PAID TO THE INDENTURE TRUSTEE(S) FOR EACH SUCH DEFICIENT
SERIES IN THE PROPORTION THAT THE OUTSTANDING OBLIGATIONS FOR EACH SUCH
DEFICIENT SERIES BEARS TO THE AGGREGATE AMOUNT OF OUTSTANDING OBLIGATIONS FOR
ALL SUCH DEFICIENT SERIES.
ONLY AFTER ALL DEFICIENCY AMOUNTS EXISTING ON SUCH
PAYMENT DATE HAVE BEEN PAID IN FULL SHALL ANY SUCH EXCESS CASH AVAILABLE FOR
DISTRIBUTION BE PAID TO THE ISSUER.
SECTION 402.
PRO RATA INTEREST.
(A)
EACH SUPPLEMENT PURSUANT TO WHICH A
SERIES OF NOTES IS ISSUED SHALL IDENTIFY THE ELIGIBLE ENGINES AND OTHER SERIES
COLLATERAL THAT WILL BE PLEDGED AS COLLATERAL SECURITY FOR THE NOTES AND OTHER
OBLIGATIONS FOR SUCH SERIES.
ALL NOTES OF A PARTICULAR SERIES SHALL BE EQUALLY
AND RATABLY ENTITLED TO THE BENEFITS OF THIS INDENTURE WITHOUT PREFERENCE,
PRIORITY OR DISTINCTION, EXCEPT AS PROVIDED IN THE RELATED SUPPLEMENT.
ALL
NOTES OF A PARTICULAR CLASS WITHIN A SERIES ARE AND ARE TO BE, TO THE EXTENT
(INCLUDING ANY EXCEPTIONS)
35
PROVIDED IN THIS INDENTURE AND THE RELATED SUPPLEMENT, EQUALLY AND RATABLY
SECURED BY THIS INDENTURE WITHOUT PREFERENCE, PRIORITY OR DISTINCTION ON ACCOUNT
OF THE ACTUAL TIME OR TIMES OF THE AUTHENTICATION OR DELIVERY OF THE NOTES SO
THAT ALL NOTES OF A PARTICULAR SERIES AND CLASS AT ANY TIME OUTSTANDING SHALL
HAVE THE SAME RIGHT, LIEN AND PREFERENCE UNDER THIS INDENTURE AND SHALL ALL BE
EQUALLY AND RATABLY SECURED HEREBY WITH LIKE EFFECT AS IF THEY HAD ALL BEEN
EXECUTED, AUTHENTICATED AND DELIVERED SIMULTANEOUSLY ON THE DATE HEREOF.
(B)
WITH RESPECT TO EACH SERIES OF NOTES, THE EXECUTION AND DELIVERY
OF THE RELATED
SUPPLEMENT SHALL BE UPON THE EXPRESS CONDITION THAT IF THE
CONDITIONS SPECIFIED IN SECTION 701 OF THIS INDENTURE ARE MET WITH RESPECT TO
SUCH SERIES OF NOTES, THE SECURITY INTEREST AND ALL OTHER ESTATE AND RIGHTS
GRANTED BY THIS INDENTURE WITH RESPECT TO SUCH SERIES OF NOTES SHALL CEASE AND
BECOME NULL AND VOID AND ALL OF THE PROPERTY, RIGHTS AND INTEREST GRANTED AS
SECURITY FOR THE NOTES OF SUCH SERIES SHALL REVERT TO AND REVEST IN THE ISSUER
WITHOUT ANY OTHER ACT OR FORMALITY WHATSOEVER.
SECTION 403.
INDENTURE TRUSTEE'S APPOINTMENT AS ATTORNEY-IN-FACT.
(A)
THE
ISSUER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS