Common use of Certain Payments Clause in Contracts

Certain Payments. (a) Any payments received by the 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional 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 Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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 Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in any other Operative Document 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 such other Operative Documentthe Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Company 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 4.02 9 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Trustee from Mortgagee under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any Notwithstanding anything to the contrary contained in this Article III, any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for Mortgagee which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee Mortgagee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Loan Trustee 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 respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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 Sections 5.06, Section 7.05 and Section 7.06 hereof7.06) 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC U.S. Bank and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and Trustees, (v) each any Liquidity ProviderProvider or (vi) any other Indenture Indemnitee, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section Sections 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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 Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in any other Operative Document 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 such other Operative Documentthe Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Company 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 4.02 9 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Trustee from Mortgagee under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any Notwithstanding anything to the contrary contained in this Article III, any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for Mortgagee which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee Mortgagee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment] shall be held by the Loan Trustee 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 respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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 Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in any other Operative Document 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 such other Operative Documentthe Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Company Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder, WTC, the Mortgagee, each separate or additional Trustee appointed pursuant to the Trust Indenture or the Pass Through Indemnitees, in each case whether pursuant to Section 4.02 9 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas 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 Loan Trustee from Mortgagee under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any Notwithstanding anything to the contrary contained in this Article III, any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for Mortgagee which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee Mortgagee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment] shall be held by the Loan Trustee 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 respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

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 Loan Trustee meaning of Section 280G of the Code and (ii) but for which provision as this section, be subject 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 excise tax imposed by Section 4999 of the foregoingCode, any payments received by the Loan Trustee which are payable successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the Company pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Section 5.068, Section 7.05 and Section 7.06 hereof) such Payments shall be so paid either (A) provided in full pursuant to the Company. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Indenture and for which such provision is made in any other Operative Document shall be applied forthwith 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 Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other Operative Documenttaxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be 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 Loan Trustee 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 Company pursuant to Section 4.02 this Section. Any reduction of the Participation Agreement Payments payable to (i) WTC hereunder, 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 Payments in a manner determined by the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity ProviderCompany, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed consultation with Executive in accordance with Code Section 2.04(c) of the Intercreditor Agreement.409A. (c) Any payments received by 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 Loan Trustee not constituting part absence of any such reduction), the Internal Revenue Service (“IRS”) determines that Executive is liable for the Excise Tax as a result of the Collateral receipt of one or otherwise for which no provision as to the application thereof is made in any Operative Document more Payments, then Executive shall be distributed by the Loan Trustee obligated to surrender or pay back to the Company. Further, and except as otherwise provided in Section 3.02 and Section 3.03within one hundred twenty (120) days after a final IRS determination, all an amount of such payments received and amounts realized by or benefits equal to the Loan Trustee “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the Aircraftsmallest such amount, if any, as shall be required to be surrendered or paid to the extent received or realized at any time Company so that Executive’s net proceeds with respect to such Payments (after taking into account the payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of excise tax imposed on such payment in full, Payments) shall be distributed 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 if a Repayment Amount of more than zero would not maximize the net amount received by Executive from the Loan Trustee Payments. If the Excise Tax is not eliminated pursuant to this Section 8, Executive shall pay the CompanyExcise Tax.

Certain Payments. (a) Any payments received by the 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 Sections 5.06, Section 7.05 and Section 7.06 hereof7.06) 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC U.S. Bank and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees Trustees, and (v) each any Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section Sections 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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 Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in any other Operative Document 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 such other Operative Documentthe Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Company 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 4.02 9 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Trustee from Mortgagee under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any Notwithstanding anything to the contrary contained in this Article III, any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for Mortgagee which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee Mortgagee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Mortgagee pursuant to the terms of the Lease shall be held by the Loan Trustee 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 respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) any Certificate Holder, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Provider, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 7 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments [Intentionally Omitted]. (d) Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (e) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect to that would, but for the Aircraftprovisions of Section 3.03 hereof, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the 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 Sections 5.06, Section 7.05 and Section 7.06 hereof7.06) 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and Trustees, (v) each any Liquidity ProviderProvider or (vi) any other Indenture Indemnitee, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section Sections 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the Loan Indenture 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 Indenture and for which such provision is made in any other Operative Document Lease shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of such other Operative Documentthe Lease. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) any Pass Through Trust, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Providers, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 10 or 13 of the 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 Loan Indenture Trustee from under clause (b) of the Company under fourth paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments Notwithstanding anything to the contrary contained in this Article III, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document that constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the CompanyPerson or Persons entitled thereto. Further, and except notwithstanding anything herein to the contrary, any sums received by the Indenture Trustee under the Lease or any Sublease Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Operative Documents shall be applied only to such obligations or 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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 Sections 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the The Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to in respect of (i) WTC State Street and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (viv) each the Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c2.03(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section 3.02 Sections 3.02, 3.03 and Section 3.033.04, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured ObligationsObligations or after the conditions set forth in Section 10.01(a)(ii) for the defeasance of this Indenture have been satisfied, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in fullfull or defeasance, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the Loan Indenture 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 Indenture and for which such provision is made in any other Operative Document Lease shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of such other Operative Documentthe Lease. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) any Pass Through Trust, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Providers, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 10 or 13 of the Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of Trust Indenture 52 - 47 - the Company under fourth paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments Notwithstanding anything to the contrary contained in this Article III, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document that constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the CompanyPerson or Persons entitled thereto. Further, and except notwithstanding anything herein to the contrary, any sums received by the Indenture Trustee under the Lease or any Sublease Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Operative Documents shall be applied only to such obligations or 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity or any other Indenture Indemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Provider, (ivv) the Policy Provider and (vi) the Pass Through Trustees and (v) each Liquidity ProviderTrustee, in each casecase whether pursuant to Section 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect to that would, but for the Aircraftprovisions of Section 3.03 hereof, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Loan Indenture 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 Indenture and for which such provision is made in any other Operative Document Lease shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of such other Operative Documentthe Lease. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) any Pass Through Trust, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Providers, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 10 or 13 of the Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under fourth paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments Notwithstanding anything to the contrary contained in this Article III, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document that constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the CompanyPerson or Persons entitled thereto. Further, and except notwithstanding anything herein to the contrary, any sums received by the Indenture Trustee under the Lease or any Sublease Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Operative Documents shall be applied only to such obligations or 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) any Certificate Holder, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Provider, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 7 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments [Intentionally Omitted] (d) Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (e) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect to that would, but for the Aircraftprovisions of Section 3.03 hereof, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC U.S. Bank and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional 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 Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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 Owner 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 5.06 hereof) shall be so paid to the CompanyOwner. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Indenture and for which such provision is made in any other Operative Document Financing Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative DocumentFinancing Agreement. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company LATAM pursuant to Section 4.02 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 additional 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 Loan Trustee from the Company Owner under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document Financing Agreement shall be distributed by the Loan Trustee to the CompanyOwner. 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyOwner.

Certain Payments. (a) Any payments received by the Loan Indenture 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 Indenture and for which such provision is made in any other Operative Document Lease shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of such other Operative Documentthe Lease. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) any Pass Through Trust, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Providers, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section Trust Indenture 10 or 13 of the Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under fourth paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments Notwithstanding anything to the contrary contained in this Article III, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document that constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the CompanyPerson or Persons entitled thereto. Further, and except notwithstanding anything herein to the contrary, any sums received by the Indenture Trustee under the Lease or any Sublease Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Operative Documents shall be applied only to such obligations or 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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 Sections 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to in respect of (i) WTC U.S. Bank and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional successor trustee appointed pursuant to Section 8.028.02 hereof, (iv) the Pass Through Trustees and Trustees, (v) each either Liquidity Provider and (vi) Policy Provider, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c2.03(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section 3.02 Sections 3.02, 3.03 and Section 3.033.04, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any Except as otherwise provided in this Indenture, any payments received by the Loan Lease Indenture Trustee or any Holder 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything 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 contrary contained in this Article III, Lease Indenture Trustee. The Owner Trust further agrees that the Loan Trustee will distribute promptly upon receipt any indemnity obligation to remit such amount or payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional 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 Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreementsecured by this Indenture. (c) Any payments payment of Supplemental Lease Rent received by the Loan Owner Participant or the Lease Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as pursuant to the application thereof is made in any Operative Document fourth sentence of Section 4.3 hereof shall, so long as no Lease Indenture Event of Default shall have occurred and be distributed by the Loan Trustee to the Company. Furthercontinuing, and except to the extent applied as otherwise provided in Section 3.02 3.3 hereof, be retained by, or promptly distributed to, the Owner Participant. Notwithstanding anything to the contrary in this Section 3 and Section 3.03without regard to whether a Lease Indenture Event of Default shall have occurred and be continuing, all payments received and amounts realized Excepted Payments specified as such in writing by the Loan Trustee with respect payor or clearly described as such by the payor, or which to the Aircraft, actual knowledge of an Authorized Officer of the Lease Indenture Trustee constitute Excepted Payments and received by the Lease Indenture Trustee shall be paid by the Lease Indenture Trustee forthwith to the extent received Person or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyPersons entitled thereto.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company Owner Trustee or Lessee in respect of the Indenture Trustee in its individual capacity, any Certificate Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 4.02 7 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments [Intentionally Omitted] (d) Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (e) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect to that would, but for the Aircraftprovisions of Section 3.03 hereof, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional 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 Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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 Sections 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to in respect of (i) WTC State Street and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02Pass Through Trustees, (iv) the Pass Through Trustees Liquidity Provider and (v) each Liquidity Policy Provider, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c2.03(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section 3.02 Sections 3.02, 3.03 and Section 3.033.04, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured ObligationsObligations or after the conditions set forth in Section 10.01(a)(ii) for the defeasance of this Indenture have been satisfied, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in fullfull or defeasance, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity or any other Indenture Indemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Provider, (ivv) the Policy Provider and (vi) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect that would, but for the provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Aircraftprovisions 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 extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part Indenture Trustee pursuant to this Section 3.04 shall be made free and clear of the Collateral after the occurrence Lien of such payment in full, shall be distributed by the Loan Trustee to the Companythis Trust Indenture.

Certain Payments. (a) Any payments received by the 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 Sections 5.06, Section 7.05 and Section 7.06 hereof7.06) 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC WTNA and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and Trustees, (v) each any Liquidity ProviderProvider or (vi) any other Indenture Indemnitee, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section Sections 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the Loan Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III ‎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 ‎III (including Section 5.06Sections ‎5.06, Section 7.05 ‎7.05 and Section 7.06 hereof‎7.06) 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III‎III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section ‎Section 8.02, (iv) the Pass Through Trustees and Trustees, (v) each the Liquidity ProviderProvider or (vi) any other Indenture Indemnitee, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section ‎Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section 3.02 Sections ‎3.02 and Section 3.03‎3.03, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the The Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 in respect of the Participation Agreement payable to (i) WTC U.S. Bank and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (viv) each Liquidity Provider pursuant to Section 4.02 of the Participation Agreement and, in respect of the Policy Provider, pursuant to the Policy Provider Indemnity and Inspection Agreement, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the applicable provisions of Articles II and III of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section 3.02 3.02, Section 3.03, Section 3.04 and Section 3.033.05, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, Obligations and Related Secured Obligations shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company Owner Trustee or Lessee in respect of the Indenture Trustee in its individual capacity, any Certificate Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 4.02 7 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments [Intentionally Omitted] (d) Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (e) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect to that would, but for the Aircraftprovisions of Section 3.03 hereof, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the 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 Sections 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the The Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to in respect of (i) WTC State Street and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02the Pass Through Trustees, (iv) the Pass Through Trustees any Liquidity Provider and (v) each Liquidity the Policy Provider, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c2.03(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section 3.02 Sections 3.02, 3.03, 3.04 and Section 3.033.05, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured ObligationsObligations or after the conditions set forth in Section 10.01(a)(ii) for the defeasance of this Indenture have been satisfied, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in fullfull or defeasance, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the Loan Indenture 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 Indenture and for which such provision is made in any other Operative Document Lease 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 such other Operative Documentthe Lease. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) any Pass Through Trust, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Providers, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 10 or 13 of the Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under fourth paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments Notwithstanding anything to the contrary contained in this Article III, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document that constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the CompanyPerson or Persons entitled thereto. Further, and except notwithstanding anything herein to the contrary, any sums received by the Indenture Trustee under the Lease or any Sublease Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Operative Documents shall be applied only to such obligations or 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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 Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in any other Operative Document 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 such other Operative Documentthe Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Company 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 4.02 9 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company Mortgagee under Section 2.14 2.15 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any Notwithstanding anything to the contrary contained in this Article III, any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for Mortgagee which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee Mortgagee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Mortgagee pursuant to the terms of the Lease shall be held by the Loan Trustee 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 respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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 Owner Trustee or Lessee pursuant to any of the provisions of this Indenture other than those set forth in this Article III (including Section 5.06, Section 7.05 and Section 7.06 5.09 hereof) shall be so paid to the CompanyOwner Trustee or Lessee, as applicable. Any payments received by the Loan Trustee for which no provision as to the application thereof is made in this Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company Owner Trustee or Lessee whether pursuant to Section 4.02 or Section 4.03 of the Participation Agreement payable to or as Supplemental Rent in respect of (i) WTC State Street and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02Pass Through Trustees, (iv) the Pass Through Trustees Liquidity Provider and (v) each Liquidity Policy Provider, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company Owner Trustee under clauses (b) through (f) of Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with pursuant to Section 2.04(c2.03(c) of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Indenture to the contrary, and except as otherwise provided in Section 3.02 and any amounts held by Loan Trustee that would, but for the provisions of Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Loan Indenture 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 Indenture and for which such provision is made in any other Operative Document Lease shall be applied forthwith to the purpose for which such payment was made in accordance with or as otherwise provided by the terms of such other Operative Documentthe Lease. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) any Pass Through Trust, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Providers, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 10 or 13 of the Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under fourth paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments Notwithstanding anything to the contrary contained in this Article III, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document that constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the CompanyPerson or Persons entitled thereto. Further, and except notwithstanding anything herein to the contrary, any sums received by the Indenture Trustee under the Lease or any Sublease Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Operative Documents shall be applied only to such obligations or 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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 Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in any other Operative Document 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 such other Operative Documentthe Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Company 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 4.02 9 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Trustee from Mortgagee under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any Notwithstanding anything to the contrary contained in this Article III, any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for Mortgagee which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee Mortgagee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment] shall be held by the Loan Trustee 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 respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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 be held or applied according 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 Indenture and for which such provision is made in any other Operative Indenture Document shall be held or applied forthwith thereunder in accordance therewith, except to the purpose extent this Indenture expressly provides for which such payment was made payments to be held or applied in accordance with the terms of such other Operative Documenta different manner. (b) Notwithstanding anything to the contrary contained in this Article IIIV, the Loan Indenture Trustee will distribute distribute, promptly upon receipt receipt, any indemnity or other payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02each Liquidity Provider, (iv) the Pass Pass-Through Trustees Trustee, and (v) each Liquidity Providerany other Indenture Indemnitee, in each casecase whether pursuant to 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 Loan Indenture Trustee from under clause (b) of the Company under last paragraph of Section 2.14 2.04 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained herein, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Indenture Trustee pursuant to the terms of the Lease shall be held by the Loan Indenture Trustee as security for the obligations of Lessee under the Indenture Documents and, if and when required by the Lease, paid and/or applied in accordance with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity or any other Indenture Indemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Provider, (ivv) the Policy Provider and (vi) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect to that would, but for the Aircraftprovisions of Section 3.03 hereof, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity or any other Indenture Indemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Provider, (ivv) the Policy Provider and (vi) the Pass Through Trustees and (v) each Liquidity ProviderTrustee, in each casecase whether pursuant to Section 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect that would, but for the provisions of Section 3.03 hereof, otherwise be distributed to Lessee shall, notwithstanding the Aircraftprovisions 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 extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part Indenture Trustee pursuant to this Section 3.04 shall be made free and clear of the Collateral after the occurrence Lien of such payment in full, shall be distributed by the Loan Trustee to the Companythis Trust Indenture.

Certain Payments. (a) Any payments received by the 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 Sections 5.06, Section 7.05 and Section 7.06 hereof7.06) 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC WTNA and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and Trustees, (v) each any Liquidity ProviderProvider or (vi) any other Indenture Indemnitee, in each case, directly Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section Sections 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity or any other Indenture Indemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Provider, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect to that would, but for the Aircraftprovisions of Section 3.03 hereof, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the Loan Indenture Trustee for which provision as to the application thereof is made in this Indenture other than in this Article III shall be applied as the Lease and not otherwise 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 Indenture and for which such provision is made in any other Operative Document 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 such other Operative Documentthe Lease. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) any Pass Through Trust, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Providers, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 10 or 13 of the Lease or Section 21 of the Refunding Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under fourth paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments Notwithstanding anything to the contrary contained in this Article III, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document that constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the CompanyPerson or Persons entitled thereto. Further, and except notwithstanding anything herein to the contrary, any sums received by the Indenture Trustee under the Lease or any Sublease Assignment as security for the obligations of the Lessee or the relevant Permitted Sublessee under the Operative Documents shall be applied only to such obligations or 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any Except as otherwise provided in this Lease Indenture, any payments received by the Loan Lease Indenture Trustee or the Security Agent 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything 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 contrary contained in this Article III, Security Agent. The Owner Lessor further aggress that the Loan Trustee will distribute promptly upon receipt any indemnity obligation to remit such amount or payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional 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 Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreementsecured by this Lease Indenture. (c) Any payments payment of Supplemental Lease Rent received by the Loan Trustee not constituting part of Owner Participant or the Collateral or otherwise for which no provision as Security Agent pursuant to the application thereof is made in any Operative Document fourth sentence of Section 7.2 hereof shall, so long as no Lease Indenture Event of Default shall have occurred and be distributed by the Loan Trustee to the Company. Furthercontinuing, and except to the extent applied as otherwise provided in Section 3.02 3.3 hereof, be retained by, or promptly distributed to, the Owner Participant. Notwithstanding anything to the contrary in this Section 3 or any of the Operative Documents and Section 3.03without regard to whether a Lease Indenture Event of Default shall have occurred and be continuing, all payments Excepted Payments received and amounts realized by the Loan Trustee with respect Security Agent shall be paid by the Security Agent forthwith to the Aircraft, to the extent received Person or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyPersons entitled thereto.

Certain Payments. (a) Any payments received by the 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 Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in any other Operative Document 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 such other Operative Documentthe Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Company Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder, WTC, the Mortgagee, each separate or additional Trustee appointed pursuant to the Trust Indenture or the Pass Through Indemnitees, in each case whether pursuant to Section 4.02 9 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas 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 Loan Trustee from Mortgagee under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any Notwithstanding anything to the contrary contained in this Article III, any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for Mortgagee which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee Mortgagee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment] shall be held by the Loan Trustee 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 respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.Lease

Certain Payments. (a) Any payments received by the 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 Sections 5.06, Section 7.05 and Section 7.06 hereof7.06) 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC U.S. Bank and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees Trustees, and (v) each any Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c2.03(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) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section 3.02 Sections 3.02, 3.03 and Section 3.033.04, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company Owner Trustee or Lessee in respect of the Indenture Trustee in its individual capacity, any Certificate Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 4.02 7 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments [Intentionally Omitted] (d) Notwithstanding anything to the contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (e) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect to that would, but for the Aircraftprovisions of Section 3.03 hereof, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the 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 be held or applied according 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 Indenture and for which such provision is made in any other Operative Indenture Document shall be held or applied forthwith thereunder in accordance therewith, except to the purpose extent this Indenture expressly provides for which such payment was made payments to be held or applied in accordance with the terms of such other Operative Documenta different manner. (b) Notwithstanding anything to the contrary contained in this Article IIIV, the Loan Indenture Trustee will distribute distribute, promptly upon receipt receipt, any indemnity or other payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02each Liquidity Provider, (iv) the Pass Pass-Through Trustees Trustee, and (v) each Liquidity Providerany other Indenture Indemnitee, in each casecase whether pursuant to 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 Loan Indenture Trustee from under clause (b) of the Company under last paragraph of Section 2.14 2.04 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained herein, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Indenture Trustee pursuant to the terms of the Lease shall be held by the Loan Indenture Trustee as security for the obligations of Lessee under the Indenture Documents and, if and when required by the Lease, paid and/or applied in accordance with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company Owner Trustee or Lessee in respect of the Indenture Trustee in its individual capacity, any Certificate Holder or any other Indenture Indemnitee , in each case whether pursuant to Section 4.02 7 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under clause (b) of the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) 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) Any payments [Intentionally Omitted] (d) Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (e) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect to that would, but for the Aircraftprovisions of Section 3.03 hereof, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the 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 be held or applied according 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 Indenture and for which such provision is made in any other Operative Indenture Document shall be held or applied forthwith thereunder in accordance therewith, except to the purpose extent this Indenture expressly provides for which such payment was made payments to be held or applied in accordance with the terms of such other Operative Documenta different manner. (b) Notwithstanding anything to the contrary contained in this Article IIIV, the Loan Indenture Trustee will distribute distribute, promptly upon receipt receipt, any indemnity or other payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02each Liquidity Provider, (iv) the Pass Pass-Through Trustees Trustee, and (v) each Liquidity Providerany other Indenture Indemnitee, in each casecase whether pursuant to 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 Loan Indenture Trustee from under clause (b) of the Company under last paragraph of Section 2.14 2.04 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained herein, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Indenture Trustee pursuant to the terms of the Lease shall be held by the Loan Indenture Trustee as security for the obligations of Lessee under the Indenture Documents and, if and when required by the Lease, paid and/or applied in accordance with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Companylease.

Certain Payments. (a) Any payments received by the 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the any Pass Through Trustees and Trustee, (v) each any Liquidity ProviderProvider or (vi) any other Indenture Indemnitee, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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 Sections 5.06, Section 7.05 and Section 7.06 hereof7.06) 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC WTNA and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and Trustees, (v) each any Liquidity ProviderProvider or (vi) any other Indenture Indemnitee, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section Sections 3.02 and Section 3.03, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the 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 Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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, 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, the Participation Agreement or such other Operative Document, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan The Indenture Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity or any other Indenture Indemnitees, (ii) any Note Holder, (iii) the Subordination Agent, (iiiiv) any separate or additional trustee appointed pursuant to Section 8.02the Liquidity Provider, and (ivv) the Pass Through Trustees and (v) each Liquidity ProviderTrustees, in each casecase whether pursuant to Section 6 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Indenture Trustee from under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained in this Article III, any amounts received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Indenture Trustee with respect to that would, but for the Aircraftprovisions of Section 3.03 hereof, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall otherwise be distributed by to Lessee shall, notwithstanding the Loan Trustee provisions of said Section, be distributed to the CompanyLessee unless and until a Lease Event of Default shall have occurred and be continuing.

Certain Payments. (a) Any payments received by the 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 be held or applied according 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 Indenture and for which such provision is made in any other Operative Indenture Document shall be held or applied forthwith thereunder in accordance therewith, except to the purpose extent this Indenture expressly provides for which such payment was made payments to be held or applied in accordance with the terms of such other Operative Documenta different manner. (b) Notwithstanding anything to the contrary contained in this Article IIIV, the Loan Indenture Trustee will distribute distribute, promptly upon receipt receipt, any indemnity or other payment received by it from the Company pursuant to Section 4.02 Owner Trustee or the Lessee in respect of the Participation Agreement payable to (i) WTC and the Loan TrusteeIndenture Trustee in its individual capacity, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02each Liquidity Provider, (iv) the Pass Pass-Through Trustees Trustee, and (v) each Liquidity Providerany other Indenture Indemnitee, in each casecase whether pursuant to 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 Loan Indenture Trustee from under clause (b) of the Company under last paragraph of Section 2.14 2.04 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained herein, any sums received by the Loan Indenture Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excepted Payments shall be distributed promptly upon receipt by the Loan Indenture Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Indenture Trustee pursuant to the terms of the Lease shall be held by the Loan Indenture Trustee as security for the obligations of Lessee under the Indenture Documents and, if and when required by the Lease, paid and/or applied in accordance with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such 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 Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the any Pass Through Trustees and Trustee, (v) each any Liquidity ProviderProvider or (vi) any other Indenture Indemnitee, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the 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 Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any Except as otherwise provided in this Lease Indenture, any payments received by the Loan Lease Indenture Trustee or the Security Agent 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything 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 contrary contained in this Article III, Security Agent. The Owner Lessor further aggress that the Loan Trustee will distribute promptly upon receipt any indemnity obligation to remit such amount or payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional 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 Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) of the Intercreditor Agreementsecured by this Lease Indenture. (c) Any payments payment of Supplemental Lease Rent received by the Loan Trustee not constituting part of Owner Participant or the Collateral or otherwise for which no provision as Security Agent pursuant to the application thereof is made in any Operative Document fourth sentence of Section 7.2 hereof shall, so long as no Lease Indenture Event of Default shall have occurred and be distributed by the Loan Trustee to the Company. Furthercontinuing, and except to the extent applied as otherwise provided in Section 3.02 3.3 hereof, be 34 retained by, or promptly distributed to, the Owner Participant. Notwithstanding anything to the contrary in this Section 3 or any of the Operative Documents and Section 3.03without regard to whether a Lease Indenture Event of Default shall have occurred and be continuing, all payments Excepted Payments received and amounts realized by the Loan Trustee with respect Security Agent shall be paid by the Security Agent forthwith to the Aircraft, to the extent received Person or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyPersons entitled thereto.

Certain Payments. (a) Any payments received by the 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 Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in any other Operative Document 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 such other Operative Documentthe Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Company 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 4.02 9 of the Participation Agreement payable to (i) WTC and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (v) each Liquidity Provider, in each caseas Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Loan Trustee from Mortgagee under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any Notwithstanding anything to the contrary contained in this Article III, any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for Mortgagee which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee Mortgagee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment] shall be held by the Loan Trustee 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 respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the Company.Lease

Certain Payments. (a) Any payments received by the 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 Sections 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 Indenture and for which such provision is made in any other Operative Document shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of such other Operative Document. (b) Notwithstanding anything to the contrary contained in this Article III, the The Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 of the Participation Agreement payable to in respect of (i) WTC State Street and the Loan Trustee, (ii) the Subordination Agent, (iii) any separate or additional trustee appointed pursuant to Section 8.02, (iv) the Pass Through Trustees and (viv) each the Liquidity Provider, in each case, directly to the Person entitled thereto. Any payment received by the Loan Trustee from the Company under Section 2.14 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c2.03(c) of the Intercreditor Agreement. (c) Any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document shall be distributed by the Loan Trustee to the Company. Further, and except as otherwise provided in Section 3.02 Sections 3.02, 3.03, 3.04 and Section 3.033.05, all payments received and amounts realized by the Loan Trustee with respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured ObligationsObligations or after the conditions set forth in Section 10.01(a)(ii) for the defeasance of this Indenture have been satisfied, as well as any amounts remaining as part of the Collateral after the occurrence of such payment in fullfull or defeasance, shall be distributed by the Loan Trustee to the Company.

Certain Payments. (a) Any payments received by the 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 Mortgagee for which no provision as to the application thereof is made in this Trust Indenture and for which such provision is made in any other Operative Document 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 such other Operative Documentthe Lease or the Participation Agreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III, the Loan Trustee Mortgagee will distribute promptly upon receipt any indemnity payment received by it from the Company pursuant to Section 4.02 Owner Trustee or Lessee in respect of the Participation Agreement payable to Mortgagee in its individual capacity, any Note Holder, (i) WTC and the Loan TrusteeMortgagee, (ii) the Subordination Agent, (iii) any each separate or additional trustee Trustee appointed pursuant to Section 8.02, the Trust Indenture or (iviii) the Pass Through Trustees and (v) each Liquidity ProviderIndemnitees , in each casecase 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 Loan Trustee from Mortgagee under the Company under third paragraph of Section 2.14 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any Notwithstanding anything to the contrary contained in this Article III, any payments received by the Loan Trustee not constituting part of the Collateral or otherwise for Mortgagee which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee Mortgagee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by Mortgagee pursuant to the terms of the Lease [or any Permitted Sublease assignment] shall be held by the Loan Trustee 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 respect to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part applicable provisions of the Collateral after the occurrence of such payment in full, shall be distributed by the Loan Trustee to the CompanyLease.

Certain Payments. (a) Any payments received by the 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 Indenture Mortgage and for which such provision is made in the Lease, the Participation Agreement or any other Operative Document Agreement shall be applied forthwith to the purpose for which such payment was made in accordance with the terms of the Lease, the Participation Agreement or such other Operative DocumentAgreement, as the case may be. (b) Notwithstanding anything to the contrary contained in this Article III(ss.) 3, the Loan Trustee will distribute promptly upon receipt any indemnity payment received by it from the Company Owner Trustee or Lessee in respect of WTC, any Note Holder, or any other Mortgage Indemnitee, in each case whether pursuant to Section 4.02 (ss.) 9 of the Participation Agreement payable to or as Supplemental Rent (i) WTC and the Loan Trusteeother than clauses (2), (ii) the Subordination Agent3), (iii) any separate or additional trustee appointed pursuant to Section 8.024), (iv) the Pass Through Trustees and (v5) each Liquidity Provider, in each caseof the definition thereof), directly to the Person entitled thereto. Any payment received by the Loan Trustee from as Supplemental Rent pursuant to clauses (2), (3), (4), or (5) of the Company definition thereof under Section 2.14 the third paragraph of (ss.) 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with Section 2.04(c) the terms of the Intercreditor Agreement. (c) Any payments Notwithstanding anything to the contrary contained in (ss.) 3, any amounts received by the Loan Trustee not constituting part of the Collateral or otherwise for which no provision as to the application thereof is made in any Operative Document constitute Excluded Payments shall be distributed promptly upon receipt by the Loan Trustee directly to the Company. FurtherPerson or Persons entitled thereto. (d) Notwithstanding any provision of this Mortgage to the contrary, and except as otherwise provided in Section 3.02 and Section 3.03, all payments received and any amounts realized held by the Loan Trustee with respect pursuant to the Aircraft, to the extent received or realized at any time after payment in full of all Secured Obligations, as well as any amounts remaining as part terms of the Collateral after the occurrence of such payment in full, Lease [or any Permitted Sublease assignment] shall be distributed held by the Loan Trustee to the Company.as security for