Common use of Certain Payments Clause in Contracts

Certain Payments. (a) Any payments received by the Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Section 5.06, Section 7.05 and Section 7.06 hereof) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether Company pursuant to Section 9 4.02 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or as Supplemental Rentadditional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Company. Further, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the contraryAircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by Mortgagee pursuant the Loan Trustee to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by Loan Trustee for which provision as to the Mortgagee application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by Loan Trustee which are payable to Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06) shall be so paid to Company. Any payments received by Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect Company pursuant to Section 4.02 of the Mortgagee in its individual capacityParticipation Agreement payable to (i) U.S. Bank and Loan Trustee, (ii) Subordination Agent, (iii) any Note Holder separate or additional trustee appointed pursuant to Section 8.02, (iv) Pass Through Trustees, (v) any Liquidity Provider or (vi) any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rentcase, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by Loan Trustee not constituting part of the Mortgagee Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to Company. Further, and except as otherwise provided in Sections 3.02 and 3.03, all payments received and amounts realized by Loan Trustee with respect to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Aircraft, to the contraryextent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held by Mortgagee pursuant to the terms remaining as part of the Lease or any Permitted Sublease assignment Collateral after the occurrence of such payment in full, shall be held distributed by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseLoan Trustee to Company.

Certain Payments. (a) Any payments In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the Mortgagee meaning of Section 280G of the Code and (ii) but for which no provision as this section, be subject to the application thereof is made in excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of this Trust Indenture and for which Section 8, such provision is made in the Lease or the Participation Agreement Payments shall be applied forthwith either (A) provided in full pursuant to the purpose for which such payment was made in accordance with the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Lease Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the Participation Agreementreceipt by Executive, as on an after-tax basis, of the case greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may bebe subject to the Excise Tax. (b) Notwithstanding anything Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 shall be made by an independent advisor designated by the Company and reasonably acceptable to Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that the Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to the contrary contained Independent Advisor such information and documents as the Independent Advisor may reasonably request in order to make a determination under this Article III, the Mortgagee will distribute promptly upon receipt Section. The Company shall bear all costs that Independent Advisor may incur in connection with any indemnity payment received calculations contemplated by it from the Owner Trustee or Lessee in respect this Section. Any reduction of the Mortgagee in its individual capacityPayments payable hereunder, any Note Holder or if applicable, shall be made by first reducing the cash payments under Section 7, second by reducing COBRA reimbursement and lastly by reducing any other Indenture IndemniteePayments in a manner determined by the Company, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed consultation with Executive in accordance with the terms of the Intercreditor Agreement.Code Section 409A. (c) Notwithstanding anything If Executive is determined to be entitled to a Reduced Amount pursuant to Section 8(a) and, notwithstanding any reduction described in this Section 8 (or in the absence of any such reduction), the Internal Revenue Service (“IRS”) determines that Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the contrary contained in this Article IIICompany, any within one hundred twenty (120) days after a final IRS determination, an amount of such payments received by or benefits equal to the Mortgagee which constitute Excluded “Repayment Amount.” The Repayment Amount with respect to such Payments shall be distributed promptly upon receipt by the Mortgagee directly smallest such amount, if any, as shall be required to be surrendered or paid to the Person Company so that Executive’s net proceeds with respect to such Payments (after taking into account the payment of the excise tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or Persons entitled thereto. (d) Notwithstanding any provision if a Repayment Amount of this Trust Indenture to more than zero would not maximize the contrary, any amounts held net amount received by Mortgagee Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 8, Executive shall pay the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseExcise Tax.

Certain Payments. (a) Any payments received by the Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment assignment] shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder Holder, WTC, the Mortgagee, each separate or any other additional Trustee appointed pursuant to the Trust Indenture Indemniteeor the Pass Through Indemnitees, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any Subject to the foregoing sentence of this Section 3.04(b), any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment assignment] shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by Loan Trustee for which provision as to the Mortgagee application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by Loan Trustee which are payable to Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06) shall be so paid to Company. Any payments received by Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether Company pursuant to Section 9 4.02 of the Participation Agreement payable to (i) U.S. Bank and Loan Trustee, (ii) Subordination Agent, (iii) any separate or as Supplemental Rentadditional trustee appointed pursuant to Section 8.02, (iv) Pass Through Trustees, and (v) any Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by Loan Trustee not constituting part of the Mortgagee Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to Company. Further, and except as otherwise provided in Sections 3.02 and 3.03, all payments received and amounts realized by Loan Trustee with respect to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Aircraft, to the contraryextent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held by Mortgagee pursuant to the terms remaining as part of the Lease or any Permitted Sublease assignment Collateral after the occurrence of such payment in full, shall be held distributed by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseLoan Trustee to Company.

Certain Payments. (a) Any payments received by the Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, (ii) any Note Holder or any other Indenture IndemniteeCertificate Holder, (iii) the Subordination Agent, (iv) the Liquidity Provider, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 7 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the third paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) [Intentionally Omitted]. (d) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (de) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Indenture Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by Loan Trustee for which provision as to the Mortgagee application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by Loan Trustee which are payable to Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06) shall be so paid to Company. Any payments received by Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect Company pursuant to Section 4.02 of the Mortgagee in its individual capacityParticipation Agreement payable to (i) WTC and Loan Trustee, (ii) Subordination Agent, (iii) any Note Holder separate or additional trustee appointed pursuant to Section 8.02, (iv) Pass Through Trustees, (v) any Liquidity Provider or (vi) any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rentcase, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by Loan Trustee not constituting part of the Mortgagee Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to Company. Further, and except as otherwise provided in Sections 3.02 and 3.03, all payments received and amounts realized by Loan Trustee with respect to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Aircraft, to the contraryextent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held by Mortgagee pursuant to the terms remaining as part of the Lease or any Permitted Sublease assignment Collateral after the occurrence of such payment in full, shall be held distributed by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseLoan Trustee to Company.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of the Lease or the Participation Agreement, as the case may beLease. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, (ii) any Note Holder or any other Indenture IndemniteePass Through Trust, (iii) the Subordination Agent, (iv) the Liquidity Providers, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 10 or 13 of the Participation Lease or Section 21 of the Refunding Agreement or Trust Indenture 52 - 47 - as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third fourth paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the fourth paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) Notwithstanding anything to the contrary contained in this Article III, any payments sums received by the Mortgagee which Indenture Trustee that constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture . Further, and notwithstanding anything herein to the contrary, any amounts held sums received by Mortgagee pursuant to the terms of Indenture Trustee under the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or Documents shall be applied only to such obligations or as otherwise provided in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Section 5.06, Section 7.05 and Section 7.06 hereof) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether Company pursuant to Section 9 4.02 of the Participation Agreement payable to (i) U.S. Bank and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or as Supplemental Rentadditional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Company. Further, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the contraryAircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by Mortgagee pursuant the Loan Trustee to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06 hereof) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether Company pursuant to Section 9 4.02 of the Participation Agreement or as Supplemental Rentin respect of (i) State Street and the Loan Trustee, (ii) the Subordination Agent, (iii) the Pass Through Trustees and (iv) the Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.03(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person Company. Further, and except as otherwise provided in Sections 3.02, 3.03 and 3.04, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or Persons entitled thereto. (drealized at any time after payment in full of all Secured Obligations or after the conditions set forth in Section 10.01(a)(ii) Notwithstanding any provision for the defeasance of this Trust Indenture have been satisfied, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full or defeasance, shall be distributed by the Loan Trustee to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of the Lease or the Participation Agreement, as the case may beLease. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, (ii) any Note Holder or any other Indenture IndemniteePass Through Trust, (iii) the Subordination Agent, (iv) the Liquidity Providers, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 10 or 13 of the Participation Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third fourth paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the fourth paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) Notwithstanding anything to the contrary contained in this Article III, any payments sums received by the Mortgagee which Indenture Trustee that constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture . Further, and notwithstanding anything herein to the contrary, any amounts held sums received by Mortgagee pursuant to the terms of Indenture Trustee under the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or Documents shall be applied only to such obligations or as otherwise provided in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, (ii) any Note Holder or any other Indenture IndemniteeCertificate Holder, (iii) the Subordination Agent, (iv) the Liquidity Provider, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 7 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the third paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) [Intentionally Omitted] (d) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (de) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Indenture Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, any Note Holder capacity or any other Indenture IndemniteeIndemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iv) the Liquidity Provider, (v) the Policy Provider and (vi) the Pass Through Trustee, in each case whether pursuant to Section 9 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Indenture Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of the Lease or the Participation Agreement, as the case may beLease. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, (ii) any Note Holder or any other Indenture IndemniteePass Through Trust, (iii) the Subordination Agent, (iv) the Liquidity Providers, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 10 or 13 of the Participation Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of Trust Indenture 52 - 47 - the third fourth paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the fourth paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) Notwithstanding anything to the contrary contained in this Article III, any payments sums received by the Mortgagee which Indenture Trustee that constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture . Further, and notwithstanding anything herein to the contrary, any amounts held sums received by Mortgagee pursuant to the terms of Indenture Trustee under the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or Documents shall be applied only to such obligations or as otherwise provided in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by Loan Trustee for which provision as to the Mortgagee application thereof is made in this Indenture other than in this Article ‎III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by Loan Trustee which are payable to Company pursuant to any of the provisions of this Indenture other than those set forth in this Article ‎III (including Sections ‎5.06, ‎7.05 and ‎7.06) shall be so paid to Company. Any payments received by Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III‎III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect Company pursuant to Section 4.02 of the Mortgagee in its individual capacityParticipation Agreement payable to (i) WTC and Loan Trustee, (ii) Subordination Agent, (iii) any Note Holder separate or additional trustee appointed pursuant to ‎Section 8.02, (iv) Pass Through Trustees, (v) the Liquidity Provider or (vi) any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rentcase, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from Company under the third paragraph of Section 2.02 ‎Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by Loan Trustee not constituting part of the Mortgagee Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to Company. Further, and except as otherwise provided in Sections ‎3.02 and ‎3.03, all payments received and amounts realized by Loan Trustee with respect to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Aircraft, to the contraryextent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held by Mortgagee pursuant to the terms remaining as part of the Lease or any Permitted Sublease assignment Collateral after the occurrence of such payment in full, shall be held distributed by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseLoan Trustee to Company.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee Indenture Trustee in its individual capacity, any Note Certificate Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 7 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the third paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) [Intentionally Omitted] (d) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (de) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Indenture Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect Company pursuant to Section 4.02 of the Mortgagee in its individual capacityParticipation Agreement payable to (i) WTNA and the Loan Trustee, (ii) the Subordination Agent, (iii) any Note Holder separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees, (v) any Liquidity Provider or (vi) any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rentcase, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Company. Further, and except as otherwise provided in Sections 3.02 and 3.03, all payments received and amounts realized by the Loan Trustee with respect to the contraryAircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by Mortgagee pursuant the Loan Trustee to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Owner pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Section 5.06 hereof) shall be so paid to the Owner. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation any other Financing Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation such other Financing Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether LATAM pursuant to Section 9 4.03 or 4.04 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or as Supplemental Rentadditional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Owner under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Financing Agreement shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Owner. Further, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the contraryAircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by Mortgagee pursuant the Loan Trustee to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseOwner.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, any Note Holder capacity or any other Indenture IndemniteeIndemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iv) the Liquidity Provider, (v) the Policy Provider and (vi) the Pass Through Trustees, in each case whether pursuant to Section 9 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee the Indenture Trustee that would, but for the provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the provisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing. (e) All distributions made by the Indenture Trustee pursuant to the terms this Section 3.04 shall be made free and clear of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations Lien of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Leasethis Trust Indenture.

Certain Payments. (a) Any payments received by Loan Trustee for which provision as to the Mortgagee application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by Loan Trustee which are payable to Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06 hereof) shall be so paid to Company. Any payments received by Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether Company pursuant to Section 9 4.02 of the Participation Agreement or as Supplemental Rentin respect of (i) State Street and Loan Trustee, (ii) Subordination Agent, (iii) Pass Through Trustees, (iv) Liquidity Provider and (v) Policy Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.03(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by Loan Trustee not constituting part of the Mortgagee Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to Company. Further, and except as otherwise provided in Sections 3.02, 3.03 and 3.04, all payments received and amounts realized by Loan Trustee with respect to the Person Aircraft, to the extent received or Persons entitled thereto. (drealized at any time after payment in full of all Secured Obligations or after the conditions set forth in Section 10.01(a)(ii) Notwithstanding any provision for the defeasance of this Trust Indenture to the contraryhave been satisfied, as well as any amounts held by Mortgagee pursuant to the terms remaining as part of the Lease Collateral after the occurrence of such payment in full or any Permitted Sublease assignment defeasance, shall be held distributed by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseLoan Trustee to Company.

Certain Payments. (a) Any Except as otherwise provided in this Indenture, any payments received by the Mortgagee Lease Indenture Trustee or any Holder for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch Operative Document. (b) The Owner Trust hereby agrees that if, at any time during the term of this Indenture, it receives from the Facility Lessee, EME or any Affiliate of any of them any amount or payment (other than Excepted Payments) described in Section 3.4(c) hereof, it shall hold such amount or payment in trust for the benefit of the Lease Indenture Trustee and promptly pay such amount or payment to the Lease Indenture Trustee. The Owner Trust further agrees that the obligation to remit such amount or payment shall be secured by this Indenture. (c) Any payment of Supplemental Lease Rent received by the Owner Participant or the Lease Indenture Trustee pursuant to the fourth sentence of Section 4.3 hereof shall, so long as no Lease Indenture Event of Default shall have occurred and be continuing, and except to the extent applied as provided in Section 3.3 hereof, be retained by, or promptly distributed to, the Owner Participant. Notwithstanding anything to the contrary contained in this Article IIISection 3 and without regard to whether a Lease Indenture Event of Default shall have occurred and be continuing, all Excepted Payments specified as such in writing by the Mortgagee will distribute promptly upon receipt any indemnity payment received payor or clearly described as such by it from the Owner Trustee payor, or Lessee in respect which to the actual knowledge of an Authorized Officer of the Mortgagee in its individual capacity, any Note Holder or any other Lease Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment Trustee constitute Excepted Payments and received by the Mortgagee under the third paragraph of Section 2.02 Lease Indenture Trustee shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received paid by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly Lease Indenture Trustee forthwith to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Section 5.06, Section 7.05 and Section 7.06 hereof) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether Company pursuant to Section 9 4.02 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or as Supplemental Rentadditional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Company. Further, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the contraryAircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by Mortgagee pursuant the Loan Trustee to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by Loan Trustee for which provision as to the Mortgagee application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by Loan Trustee which are payable to Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06 hereof) shall be so paid to Company. Any payments received by Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether Company pursuant to Section 9 4.02 of the Participation Agreement in respect of (i) U.S. Bank and Loan Trustee, (ii) Subordination Agent, (iii) any separate or as Supplemental Rentsuccessor trustee appointed pursuant to Section 8.02 hereof, (iv) Pass Through Trustees, (v) either Liquidity Provider and (vi) Policy Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.03(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by Loan Trustee not constituting part of the Mortgagee Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to Company. Further, and except as otherwise provided in Sections 3.02, 3.03 and 3.04, all payments received and amounts realized by Loan Trustee with respect to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Aircraft, to the contraryextent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held by Mortgagee pursuant to the terms remaining as part of the Lease or any Permitted Sublease assignment Collateral after the occurrence of such payment in full, shall be held distributed by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseLoan Trustee to Company.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of the Lease or the Participation Agreement, as the case may beLease. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, (ii) any Note Holder or any other Indenture IndemniteePass Through Trust, (iii) the Subordination Agent, (iv) the Liquidity Providers, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 Trust Indenture 10 or 13 of the Participation Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third fourth paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the fourth paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) Notwithstanding anything to the contrary contained in this Article III, any payments sums received by the Mortgagee which Indenture Trustee that constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture . Further, and notwithstanding anything herein to the contrary, any amounts held sums received by Mortgagee pursuant to the terms of Indenture Trustee under the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or Documents shall be applied only to such obligations or as otherwise provided in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Section 5.06, Section 7.05 and Section 7.06 hereof) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. 34 Indenture and Security Agreement (American Airlines 2021-1 EETC) [Reg. No.] (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect Company pursuant to Section 4.02 of the Mortgagee in its individual capacityParticipation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any Note Holder separate or additional trustee appointed pursuant to Section 8.02, (iv) any Pass Through Trustee, (v) any Liquidity Provider or (vi) any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rentcase, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Company. Further, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the contraryAircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by Mortgagee pursuant the Loan Trustee to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any Except as otherwise provided in this Lease Indenture, any payments received by the Mortgagee Lease Indenture Trustee or the Security Agent for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch Operative Document. (b) The Owner Lessor hereby agrees that if, at any time during the term of this Lease Indenture, it receives from the Facility Lessee or any Affiliate of the Facility Lessee any amount or payment (other than Excepted Payments) described in Section 3.4(c) hereof, it shall hold such amount of payment in trust for the benefit of the Security Agent and promptly pay such amount of payment to the Security Agent. The Owner Lessor further aggress that the obligation to remit such amount or payment shall be secured by this Lease Indenture. (c) Any payment of Supplemental Lease Rent received by the Owner Participant or the Security Agent pursuant to the fourth sentence of Section 7.2 hereof shall, so long as no Lease Indenture Event of Default shall have occurred and be continuing, and except to the extent applied as provided in Section 3.3 hereof, be 34 retained by, or promptly distributed to, the Owner Participant. Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt Section 3 or any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacityOperative Documents and without regard to whether a Lease Indenture Event of Default shall have occurred and be continuing, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment all Excepted Payments received by the Mortgagee under the third paragraph of Section 2.02 Security Agent shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received paid by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly Security Agent forthwith to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of the Lease or the Participation Agreement, as the case may beLease. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, (ii) any Note Holder or any other Indenture IndemniteePass Through Trust, (iii) the Subordination Agent, (iv) the Liquidity Providers, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 10 or 13 of the Participation Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third fourth paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by Trust Indenture the Indenture Trustee under clause (c) of the fourth paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) Notwithstanding anything to the contrary contained in this Article III, any payments sums received by the Mortgagee which Indenture Trustee that constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture . Further, and notwithstanding anything herein to the contrary, any amounts held sums received by Mortgagee pursuant to the terms of Indenture Trustee under the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or Documents shall be applied only to such obligations or as otherwise provided in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder Holder, WTC, the Mortgagee, each separate or any other additional Trustee appointed pursuant to the Trust Indenture Indemniteeor the Pass Through Indemnitees, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any Subject to the foregoing sentence of this Section 3.04(b), any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment assignment] shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee for ---------------- Indenture Trustee which no are to be held or applied according to any provision as in any other Indenture Document shall be held or applied thereunder in accordance therewith, except to the application thereof is made extent this Indenture expressly provides for such payments to be held or applied in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may bea different manner. (b) Notwithstanding anything to the contrary contained in this Article IIIV, the Mortgagee Indenture Trustee will distribute distribute, promptly upon receipt receipt, any indemnity or other payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, any Note Holder or (ii) the Subordination Agent, (iii) each Liquidity Provider, (iv) the Pass-Through Trustee, and (v) any other Indenture Indemnitee, in each case whether pursuant to Section 9 Article 6 or 7 of the Participation Agreement or as Supplemental Rent, directly to the Person (which may include the Indenture Trustee) entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third last paragraph of Section 2.02 2.04 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article IIIherein, any payments sums received by the Mortgagee Indenture Trustee which constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee Indenture Trustee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Indenture Trustee as security for the obligations of Lessee under the Lessee Operative Agreements Indenture Documents and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Section 5.06, Section 7.05 and Section 7.06 hereof) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect Company pursuant to Section 4.02 of the Mortgagee in its individual capacityParticipation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any Note Holder separate or additional trustee appointed pursuant to Section 8.02, (iv) any Pass Through Trustee, (v) any Liquidity Provider or (vi) any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rentcase, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Company. Further, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the contraryAircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by Mortgagee pursuant the Loan Trustee to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by the Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment assignment] shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee Indenture Trustee in its individual capacity, any Note Certificate Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 7 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the third paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) [Intentionally Omitted] (d) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (de) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Indenture Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Mortgagee for Indenture Trustee which no are to be held or applied according to any provision as in any other Indenture Document shall be held or applied thereunder in accordance therewith, except to the application thereof is made extent this Indenture expressly provides for such payments to be held or applied in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may bea different manner. (b) Notwithstanding anything to the contrary contained in this Article IIIV, the Mortgagee Indenture Trustee will distribute distribute, promptly upon receipt receipt, any indemnity or other payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, any Note Holder or (ii) the Subordination Agent, (iii) each Liquidity Provider, (iv) the Pass-Through Trustee, and (v) any other Indenture Indemnitee, in each case whether pursuant to Section 9 Article 6 or 7 of the Participation Agreement or as Supplemental Rent, directly to the Person (which may include the Indenture Trustee) entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third last paragraph of Section 2.02 2.04 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article IIIherein, any payments sums received by the Mortgagee Indenture Trustee which constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee Indenture Trustee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Indenture Trustee as security for the obligations of Lessee under the Lessee Operative Agreements Indenture Documents and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee for Indenture Trustee which no are to be held or applied according to any provision as in any other Indenture Document shall be held or applied thereunder in accordance therewith, except to the application thereof is made extent this Indenture expressly provides for such payments to be held or applied in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may bea different manner. (b) Notwithstanding anything to the contrary contained in this Article IIIV, the Mortgagee Indenture Trustee will distribute distribute, promptly upon receipt receipt, any indemnity or other payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, any Note Holder or (ii) the Subordination Agent, (iii) each Liquidity Provider, (iv) the Pass-Through Trustee, and (v) any other Indenture Indemnitee, in each case whether pursuant to Section 9 Article 6 or 7 of the Participation Agreement or as Supplemental Rent, directly to the Person (which may include the Indenture Trustee) entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third last paragraph of Section 2.02 2.04 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article IIIherein, any payments sums received by the Mortgagee Indenture Trustee which constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee Indenture Trustee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Indenture Trustee as security for the obligations of Lessee under the Lessee Operative Agreements Indenture Documents and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Leaselease.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect Company pursuant to Section 4.02 of the Mortgagee in its individual capacityParticipation Agreement payable to (i) WTNA and the Loan Trustee, (ii) the Subordination Agent, (iii) any Note Holder separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees, (v) any Liquidity Provider or (vi) any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rentcase, directly Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Company. Further, and except as otherwise provided in Sections 3.02 and 3.03, all payments received and amounts realized by the Loan Trustee with respect to the contraryAircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by Mortgagee pursuant the Loan Trustee to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Section 5.06, Section 7.05 and Section 7.06 hereof) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee Company in respect of (i) U.S. Bank and the Loan Trustee, (ii) the Subordination Agent, (iii) the Pass Through Trustees and (iv) each Liquidity Provider pursuant to Section 4.02 of the Participation Agreement and, in respect of the Mortgagee in its individual capacityPolicy Provider, any Note Holder or any other Indenture Indemniteepursuant to the Policy Provider Indemnity and Inspection Agreement, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rentcase, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms applicable provisions of Articles II and III of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Company. Further, and except as otherwise provided in Section 3.02, Section 3.03, Section 3.04 and Section 3.05, all payments received and amounts realized by the Loan Trustee with respect to the contraryAircraft, any amounts held by Mortgagee pursuant to the terms extent received or realized at any time after payment in full of the Lease or any Permitted Sublease assignment all Secured Obligations and Related Secured Obligations shall be held distributed by the Mortgagee as security for Loan Trustee to the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect Company pursuant to Section 4.02 of the Mortgagee in its individual capacityParticipation Agreement payable to (i) WTNA and the Loan Trustee, (ii) the Subordination Agent, (iii) any Note Holder separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees, (v) any Liquidity Provider or (vi) any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rentcase, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.04(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Company. Further, and except as otherwise provided in Sections 3.02 and 3.03, all payments received and amounts realized by the Loan Trustee with respect to the contraryAircraft, any amounts held by Mortgagee pursuant to the terms extent received or realized at any time after payment in full of all Secured Obligations, as well as any 35 Indenture and Security Agreement (Spirit 2017-1 EETC) [Reg. No.] amounts remaining as part of the Lease or any Permitted Sublease assignment Collateral after the occurrence of such payment in full, shall be held distributed by the Mortgagee as security for Loan Trustee to the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, any Note Holder capacity or any other Indenture IndemniteeIndemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iv) the Liquidity Provider, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Indenture Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture Mortgage and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation Agreement or such other Operative Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III(ss.) 3, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacityWTC, any Note Holder Holder, or any other Indenture Mortgage Indemnitee, in each case whether pursuant to Section (ss.) 9 of the Participation Agreement or as Supplemental RentRent (other than clauses (2), (3), (4), and (5) of the definition thereof), directly to the Person entitled thereto. Any payment received by Loan Trustee as Supplemental Rent pursuant to clauses (2), (3), (4), or (5) of the Mortgagee definition thereof under the third paragraph of Section (ss.) 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III(ss.) 3, any payments amounts received by the Mortgagee Loan Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Loan Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Mortgage to the contrary, any amounts held by Mortgagee Loan Trustee pursuant to the terms of the Lease [or any Permitted Sublease assignment assignment] shall be held by the Mortgagee Loan Trustee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.for

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06 hereof) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether Company pursuant to Section 9 4.02 of the Participation Agreement or as Supplemental Rentin respect of (i) State Street and the Loan Trustee, (ii) the Subordination Agent, (iii) the Pass Through Trustees, (iv) any Liquidity Provider and (v) the Policy Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.03(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person Company. Further, and except as otherwise provided in Sections 3.02, 3.03, 3.04 and 3.05, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or Persons entitled thereto. (drealized at any time after payment in full of all Secured Obligations or after the conditions set forth in Section 10.01(a)(ii) Notwithstanding any provision for the defeasance of this Trust Indenture have been satisfied, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full or defeasance, shall be distributed by the Loan Trustee to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by the Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment assignment] shall be held by the Mortgagee as ---------- Insert bracketed language if the Lease provides for the assignment of a permitted sublease. security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee under the third paragraph of Section 2.02 2.15 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder Holder, (i) WTC and the Mortgagee, (ii) each separate or any other additional Trustee appointed pursuant to the Trust Indenture Indemniteeor (iii) the Pass Through Indemnitees , in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any Subject to the foregoing sentence of this Section 3.04(b), any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment assignment] shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement and not otherwise provided for herein shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of the Lease or the Participation Agreement, as the case may beLease. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, (ii) any Note Holder or any other Indenture IndemniteePass Through Trust, (iii) the Subordination Agent, (iv) the Liquidity Providers, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 10 or 13 of the Participation Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third fourth paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the fourth paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) Notwithstanding anything to the contrary contained in this Article III, any payments sums received by the Mortgagee which Indenture Trustee that constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture . Further, and notwithstanding anything herein to the contrary, any amounts held sums received by Mortgagee pursuant to the terms of Indenture Trustee under the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or Documents shall be applied only to such obligations or as otherwise provided in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any Except as otherwise provided in this Lease Indenture, any payments received by the Mortgagee Lease Indenture Trustee or the Security Agent for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch Operative Document. (b) The Owner Lessor hereby agrees that if, at any time during the term of this Lease Indenture, it receives from the Facility Lessee or any Affiliate of the Facility Lessee any amount or payment (other than Excepted Payments) described in Section 3.4(c) hereof, it shall hold such amount of payment in trust for the benefit of the Security Agent and promptly pay such amount of payment to the Security Agent. The Owner Lessor further aggress that the obligation to remit such amount or payment shall be secured by this Lease Indenture. (c) Any payment of Supplemental Lease Rent received by the Owner Participant or the Security Agent pursuant to the fourth sentence of Section 7.2 hereof shall, so long as no Lease Indenture Event of Default shall have occurred and be continuing, and except to the extent applied as provided in Section 3.3 hereof, be retained by, or promptly distributed to, the Owner Participant. Notwithstanding anything to the contrary contained in this Article III, the Mortgagee will distribute promptly upon receipt Section 3 or any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacityOperative Documents and without regard to whether a Lease Indenture Event of Default shall have occurred and be continuing, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment all Excepted Payments received by the Mortgagee under the third paragraph of Section 2.02 Security Agent shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received paid by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly Security Agent forthwith to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee Indenture Trustee in its individual capacity, any Note Certificate Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 7 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (d) of the third paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) [Intentionally Omitted] (d) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (de) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Indenture Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee Indenture Trustee in its individual capacity, any Note Certificate Holder or any other Indenture IndemniteeIndemnitee , in each case whether pursuant to Section 9 7 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the third paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) [Intentionally Omitted] (d) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (de) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Indenture Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Mortgagee Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by the Loan Trustee which are payable to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06 hereof) shall be so paid to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether Company pursuant to Section 9 4.02 of the Participation Agreement or as Supplemental Rentin respect of (i) State Street and the Loan Trustee, (ii) the Subordination Agent, (iii) the Pass Through Trustees and (iv) the Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from the Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.03(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by the Mortgagee Loan Trustee not constituting part of the Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to the Person Company. Further, and except as otherwise provided in Sections 3.02, 3.03, 3.04 and 3.05, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or Persons entitled thereto. (drealized at any time after payment in full of all Secured Obligations or after the conditions set forth in Section 10.01(a)(ii) Notwithstanding any provision for the defeasance of this Trust Indenture have been satisfied, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full or defeasance, shall be distributed by the Loan Trustee to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseCompany.

Certain Payments. (a) Any payments received by the Mortgagee for Indenture ---------------- Trustee which no are to be held or applied according to any provision as in any other Indenture Document shall be held or applied thereunder in accordance therewith, except to the application thereof is made extent this Indenture expressly provides for such payments to be held or applied in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may bea different manner. (b) Notwithstanding anything to the contrary contained in this Article IIIV, the Mortgagee Indenture Trustee will distribute distribute, promptly upon receipt receipt, any indemnity or other payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, any Note Holder or (ii) the Subordination Agent, (iii) each Liquidity Provider, (iv) the Pass-Through Trustee, and (v) any other Indenture Indemnitee, in each case whether pursuant to Section 9 Article 6 or 7 of the Participation Agreement or as Supplemental Rent, directly to the Person (which may include the Indenture Trustee) entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third last paragraph of Section 2.02 2.04 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article IIIherein, any payments sums received by the Mortgagee Indenture Trustee which constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee Indenture Trustee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Indenture Trustee as security for the obligations of Lessee under the Lessee Operative Agreements Indenture Documents and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by Loan Trustee for which provision as to the Mortgagee application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by Loan Trustee which are payable to Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Sections 5.06, 7.05 and 7.06) shall be so paid to Company. Any payments received by Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether Company pursuant to Section 9 4.02 of the Participation Agreement payable to (i) U.S. Bank and Loan Trustee, (ii) Subordination Agent, (iii) any separate or as Supplemental Rentadditional trustee appointed pursuant to Section 8.02, (iv) Pass Through Trustees, and (v) any Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from Company under the third paragraph of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms Section 2.03(c) of the Intercreditor Agreement, except that any portion of any such payment to which a Noteholder has been subrogated pursuant to Section 2.07(h) of the Intercreditor Agreement shall instead be distributed to such Noteholder. (c) Notwithstanding anything to the contrary contained in this Article III, any Any payments received by Loan Trustee not constituting part of the Mortgagee Collateral or otherwise for which constitute Excluded Payments no provision as to the application thereof is made in any Operative Document shall be distributed promptly upon receipt by the Mortgagee directly Loan Trustee to Company. Further, and except as otherwise provided in Sections 3.02, 3.03 and 3.04, all payments received and amounts realized by Loan Trustee with respect to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture Aircraft, to the contraryextent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts held by Mortgagee pursuant to the terms remaining as part of the Lease or any Permitted Sublease assignment Collateral after the occurrence of such payment in full, shall be held distributed by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the LeaseLoan Trustee to Company.

Certain Payments. (a) Any payments received by Loan Trustee for which provision as to the Mortgagee application thereof is made in this Indenture other than in this Article III shall be applied as provided in those provisions. Without limiting the foregoing, any payments received by Loan Trustee which are payable to Owner Trustee or Lessee pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Section 5.09 hereof) shall be so paid to Owner Trustee or Lessee, as applicable. Any payments received by Loan Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or the Participation Agreement, as the case may besuch other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 4.02 or Section 4.03 of the Participation Agreement or as Supplemental RentRent in respect of (i) State Street and Loan Trustee, (ii) Subordination Agent, (iii) Pass Through Trustees, (iv) Liquidity Provider and (v) Policy Provider, in each case, directly to the Person entitled thereto. Any payment received by the Mortgagee Loan Trustee from Owner Trustee under the third paragraph clauses (b) through (f) of Section 2.02 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with the terms pursuant to Section 2.03(c) of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Loan Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Loan Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Loan Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Mortgagee Subordination Agent for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith distributed by the Subordination Agent (i) in the order of priority specified in Section 3.3 hereof and (ii) to the purpose extent received or realized at any time after the Final Distributions for which such payment was made each Class of Certificates have been made, in accordance with the terms manner provided in clause "first" of the Lease or the Participation Agreement, as the case may beSection 3.3 hereof. (b) Notwithstanding anything to the contrary contained in this Article IIIOn any Interest Payment Date under each Liquidity Facility which is not a Distribution Date, the Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent shall pay to be distributed the Liquidity Provider under such Liquidity Facility from, and to the extent of, amounts on deposit in accordance with the terms Collection Account, an amount equal to the amount of the Intercreditor Agreementinterest then due and payable to such Liquidity Provider under such Liquidity Facility. (c) Notwithstanding anything to the contrary contained Except as otherwise provided in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements andSection 3.3 hereof, if the Subordination Agent receives any Scheduled Payment after the Scheduled Payment Date relating thereto, but prior to such payment becoming an Overdue Scheduled Payment, then the Subordination Agent shall deposit such Scheduled Payment in the Collection Account and when required by the Lease, paid and/or applied promptly distribute such Scheduled Payment in accordance with the applicable provisions priority of distributions set forth in Section 3.2 hereof; provided, that for the Leasepurposes of this Section 3.4(c) only, each reference in clause "second" or "ninth" of Section 3.2 to "Distribution Date" shall be deemed to mean the actual date of payment of such Scheduled Payment and each reference in clause "fifth", "sixth", "seventh" or "eighth" of Section 3.2 to "Distribution Date" shall be deemed to refer to such Scheduled Payment Date.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, any Note Holder capacity or any other Indenture IndemniteeIndemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iv) the Liquidity Provider, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the third paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Indenture Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, any Note Holder capacity or any other Indenture IndemniteeIndemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iv) the Liquidity Provider, (v) the Policy Provider and (vi) the Pass Through Trustees, in each case whether pursuant to Section 9 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security Indenture Trustee that would, but for the obligations of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Leaseprovisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith to the purpose for which such payment was made in Trust Indenture accordance with or as otherwise provided by the terms of the Lease or the Participation Agreement, as the case may beLease. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or the Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, (ii) any Note Holder or any other Indenture IndemniteePass Through Trust, (iii) the Subordination Agent, (iv) the Liquidity Providers, and (v) the Pass Through Trustees, in each case whether pursuant to Section 9 10 or 13 of the Participation Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under clause (b) of the third fourth paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement, and any payment received by the Indenture Trustee under clause (c) of the fourth paragraph of Section 2.02 shall be distributed directly to the Persons entitled thereto. (c) Notwithstanding anything to the contrary contained in this Article III, any payments sums received by the Mortgagee which Indenture Trustee that constitute Excluded Excepted Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture . Further, and notwithstanding anything herein to the contrary, any amounts held sums received by Mortgagee pursuant to the terms of Indenture Trustee under the Lease or any Permitted Sublease assignment shall be held by the Mortgagee Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or Documents shall be applied only to such obligations or as otherwise provided in accordance with the applicable provisions of the Lease.

Certain Payments. (a) Any payments received by the Mortgagee Indenture Trustee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or Lease, the Participation Agreement or any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease or Lease, the Participation AgreementAgreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Mortgagee The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Owner Trustee or Lessee in respect of (i) the Mortgagee Indenture Trustee in its individual capacity, any Note Holder capacity or any other Indenture IndemniteeIndemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iv) the Liquidity Provider, (v) the Policy Provider and (vi) the Pass Through Trustee, in each case whether pursuant to Section 9 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee Indenture Trustee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments amounts received by the Mortgagee Indenture Trustee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee Indenture Trustee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee the Indenture Trustee that would, but for the provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the provisions of said Section, be distributed to Lessee unless and until a Lease Event of Default shall have occurred and be continuing. (e) All distributions made by the Indenture Trustee pursuant to the terms this Section 3.04 shall be made free and clear of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations Lien of Lessee under the Lessee Operative Agreements and, if and when required by the Lease, paid and/or applied in accordance with the applicable provisions of the Leasethis Trust Indenture.