Common use of Closing Date Deposits, Withdrawals and Transfers Clause in Contracts

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent shall, on the Initial Closing Date, at the written direction of the Borrower, upon the Operating Bank’s receipt thereof, make, or direct the Operating Bank in writing to make, the following deposits and transfers to the Accounts: (a) (i) deposit in the Collections Account the proceeds of the ACS Group Loans and Class E Securities issued on the Initial Closing Date and the Net Maintenance Reserve Amount received pursuant to the terms of the relevant ACS Group Purchase Agreement, (ii) deposit in the relevant Lessee Funded Accounts the amount of the initial Segregated Funds, if any, received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements and (iii) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements, (b) after making the deposits required by clause (a) above and in the following order (i) transfer from the Collections Account to the Expense Account, an amount equal to the Required Expense Amount for the initial Interest Period, (ii) pay from the Collections Account to each relevant Seller an amount equal to the respective Aircraft Allocation Amount for each ACS Group Aircraft, if any, being acquired from such Seller on the Initial Closing Date pursuant to the Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus the amount of any security deposits that are not Segregated Funds held by an ACS Group Member, minus the amount equal to any basic rent received by an ACS Group Member attributable to the period after the Initial Closing Date minus the Net Maintenance Reserve Amount (if any) required to be paid by each relevant Seller to the Borrower, (iii) transfer from the Collections Account to the Maintenance Reserve Account an amount equal to the Net Maintenance Reserve Amount paid by each relevant Seller, and (iv) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers, (c) transfer to each applicable Aircraft Purchase Account from the Collections Account any Aircraft Allocation Amount as to each ACS Group Aircraft not acquired on the Initial Closing Date, and (d) withdraw from the Expense Account such amount as is needed to discharge any Expenses due and payable on the Initial Closing Date and pay such amount to the appropriate payees thereof as specified in a Written Notice of the Administrative Agent.

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent Cash Manager shall, on the Initial each Closing Date, at the written direction of the BorrowerIssuer, upon the Operating Bank’s receipt thereof, make, or direct the Operating Bank in writing to make, the following deposits and transfers to the Accounts: (a) on the Initial Closing Date, (i) (A) deposit in the Collections Account the proceeds of the issuance of the ACS Group Loans and Class E Securities issued on the Initial Closing Date and the Net Maintenance Reserve Amount received pursuant to the terms of the relevant ACS Group Purchase AgreementSecurities, (iiB) deposit in the relevant Lessee Funded Accounts the amount of the initial Segregated Funds, if any, received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Acquisition Agreements and (iiiC) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Acquisition Agreements, (bii) after making the deposits required by clause (ai) above and in the following order (iA) transfer from the Collections Account to the Expense Account, an amount equal to the Required Expense Amount for the initial Interest Accrual Period, (iiB) pay from the Collections Account to each relevant Seller an amount equal to the respective Aircraft Allocation Amount for each ACS Group Aircraft, if any, being acquired from such Seller on the Initial Closing Date pursuant to the Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus the amount of any security deposits that are not Segregated Funds held by an ACS Group Member, minus the amount equal to any basic rent received by an ACS Group Member attributable to the period after the Initial Closing Date minus the Net Maintenance Reserve Amount (if any) required to be paid by each relevant Seller to the BorrowerDate, (iiiC) transfer from the Collections Account to the Maintenance Reserve Senior Cash Collateral Account an amount equal to the Net Maintenance Reserve Required Amount paid by each relevant Seller, for such Account and (ivD) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers, (ciii) transfer to each applicable Aircraft Purchase Account from the Collections Account any Aircraft Allocation Amount as to each ACS Group Initial Aircraft not acquired on the Initial Closing Date, and (div) withdraw from the Expense Account such amount as is needed to discharge any Expenses due and payable on the Initial Closing Date and pay such amount to the appropriate payees thereof as specified in a Written Notice of the Administrative AgentCash Manager; (b) in the case of a Closing Date for any ACS Group Additional Securities issued to acquire any ACS Group Additional Aircraft pay from the Collections Account to each respective Seller the Aircraft Allocation Amount for each such ACS Group Additional Aircraft; (c) in the case of a Closing Date for any ACS Group Additional Securities issued to finance any ACS Group Aircraft Conversion, transfer from the Collections Account to the Aircraft Conversion Account such amount as the relevant Conversion Agreement requires to be paid on or before that Closing Date; and (d) in the case of a Closing Date with respect to any Refinancing Securities, deposit the proceeds of such Refinancing Securities for application in accordance with the terms hereof.

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent Cash Manager shall, on the Initial each Closing Date, at the written direction of the BorrowerIssuer, upon the Operating Bank’s 's receipt thereof, make, or direct the Operating Bank in writing to make, the following deposits and transfers to the Accounts: (a) on the Initial Closing Date, (i) (A) deposit in the Collections Account the proceeds of the issuance of the ACS Group Loans and Class E Securities issued on the Initial Closing Date and the Net Maintenance Reserve Amount received pursuant to the terms of the relevant ACS Group Purchase AgreementSecurities, (iiB) deposit in the relevant Lessee Funded Accounts the amount of the initial Segregated Funds, if any, received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Acquisition Agreements and (iiiC) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Acquisition Agreements, (bii) after making the deposits required by clause (ai) above and in the following order (iA) transfer from the Collections Account to the Expense Account, an amount equal to the Required Expense Amount for the initial Interest Accrual Period, (iiB) pay from the Collections Account to each relevant Seller an amount equal to the respective Aircraft Allocation Amount for each ACS Group Aircraft, if any, being acquired from such Seller on the Initial Closing Date pursuant to the Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus the amount of any security deposits that are not Segregated Funds held by an ACS Group Member, minus the amount equal to any basic rent received by an ACS Group Member attributable to the period after the Initial Closing Date minus the Net Maintenance Reserve Amount (if any) required to be paid by each relevant Seller to the BorrowerDate, (iiiC) transfer from the Collections Account to the Maintenance Reserve Senior Cash Collateral Account an amount equal to the Net Maintenance Reserve Required Amount paid by each relevant Seller, for such Account and (ivD) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers, (ciii) transfer to each applicable Aircraft Purchase Account from the Collections Account any Aircraft Allocation Amount as to each ACS Group Initial Aircraft not acquired on the Initial Closing Date, and (div) withdraw from the Expense Account such amount as is needed to discharge any Expenses due and payable on the Initial Closing Date and pay such amount to the appropriate payees thereof as specified in a Written Notice of the Administrative AgentCash Manager; (b) in the case of a Closing Date for any ACS Group Additional Securities issued to acquire any ACS Group Additional Aircraft pay from the Collections Account to each respective Seller the Aircraft Allocation Amount for each such ACS Group Additional Aircraft; (c) in the case of a Closing Date for any ACS Group Additional Securities issued to finance any ACS Group Aircraft Conversion, transfer from the Collections Account to the Aircraft Conversion Account such amount as the relevant Conversion Agreement requires to be paid on or before that Closing Date; and (d) in the case of a Closing Date with respect to any Refinancing Securities, deposit the proceeds of such Refinancing Securities for application in accordance with the terms hereof.

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent shall, on (a) On the Initial Closing Date, at the Trustee shall, subject to the receipt of written direction from the Issuer upon receipt of the Borrowerproceeds from the sale by the Issuer of the Notes, upon the Operating Bank’s receipt thereof, make, or direct the Operating Bank in writing to make, make the following deposits and transfers to payments from such proceeds in the Accountsamounts so directed by the Issuer: (a) (i) deposit to such Persons as shall be specified by the Issuer, such Transaction Expenses as shall be due and payable in connection with the Collections Account the proceeds issuance and sale of the ACS Group Loans and Class E Securities issued on the Initial Closing Date and the Net Maintenance Reserve Amount received pursuant to the terms of the relevant ACS Group Purchase Agreement, Notes; (ii) deposit in the relevant Lessee Funded Accounts the amount of the initial Segregated Funds, if any, received or deemed to have been received pursuant to the terms of Parent, in accordance with the relevant ACS Group Purchase Agreements and (iii) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements, (b) after making the deposits required by clause (a) above and in the following order (i) transfer from the Collections Account to the Expense AccountSale Agreement, an amount equal to the Required Expense Amount for the initial Interest Period, (ii) pay from the Collections Account to each relevant Seller an amount equal to the respective Aircraft Allocation Amount for each ACS Group Aircraft, if any, being acquired from such Seller on the Initial Closing Date pursuant to the Cash Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus the amount of any security deposits that are not Segregated Funds held by an ACS Group Member, minus the amount equal to any basic rent received by an ACS Group Member attributable to the period after the Initial Closing Date minus the Net Maintenance Reserve Amount (if any) required to be paid by each relevant Seller to the Borrower, Price; and (iii) transfer to the Interest Reserve Account, $8,000,000. (b) On the date of issuance of any Class B Notes or any Refinancing Notes, the Trustee shall, subject to the receipt of written direction from the Collections Account Issuer upon receipt of the proceeds of the sale by the Issuer of such Notes, make such payments and transfers as shall be specified in this Indenture, the related Manager Resolution or any indenture supplemental hereto in respect of such Notes, copies of which Manager Resolution and indenture supplemental hereto shall be attached to the Maintenance Reserve Account an amount equal to the Net Maintenance Reserve Amount paid by each relevant Seller, and (iv) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers,such written direction. (c) transfer The Trustee shall hold all funds received on or prior to each applicable Aircraft Purchase Account the Closing Date from the Collections Account any Aircraft Allocation Amount as to each ACS Group Aircraft Note Purchasers in trust for the Note Purchasers pending completion of the closing of the transactions contemplated by the Note Purchase Agreements. Upon receipt by the Trustee of the aggregate Purchase Price from all Note Purchasers, the Trustee shall disburse the Purchase Price in accordance with this Section 3.3. If the aggregate Purchase Price shall not acquired have been received by the Trustee by 3:30 p.m. (New York City time) on the Initial Closing Date, and or if the closing of the transactions contemplated by the Note Purchase Agreements shall not otherwise be capable of being consummated by 3:30 p.m. (dNew York City time) withdraw from the Expense Account such amount as is needed to discharge any Expenses due and payable on the Initial Closing Date, then each Note Purchaser who has paid its respective portion of the Purchase Price shall have the right to instruct the Trustee at or after 3:30 p.m. (New York City time) on the Closing Date and pay to return such amount portion of the Purchase Price to such Note Purchaser prior to the appropriate payees thereof close of business on the Closing Date or as specified in a Written Notice of the Administrative Agentsoon thereafter as reasonably practicable.

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent Cash Manager shall, on the Initial each Closing Date, Date at the written direction of the BorrowerIssuer, upon the Operating Bank’s receipt thereof, make, or direct the Operating Bank in writing to make, the following deposits and transfers to and from the AccountsAccounts in each case as specified in a prior Written Notice of the Cash Manager to the Trustee, the Security Trustee and the Operating Bank: (a) on the Second Closing Date, (i) (A) deposit in the Collections Account the proceeds of the ACS Group Loans and Class E Securities issued on issuance of the Initial Closing Date Second Issuance Notes, (B) transfer from each of the Secondary Liquidity Reserve Account (as defined in the Original Indenture) and the Net Maintenance Tertiary Liquidity Reserve Amount received pursuant Account (also defined in the Original Indenture) all amounts in such accounts to the terms of the relevant ACS Group Purchase Agreement, Collections Account and (iiC) deposit in the relevant any Lessee Funded Accounts the Account an amount of the initial Segregated Funds, if any, received or deemed equal to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements and (iii) deposit in the Security Deposit Account the amount of the initial security deposits that are not any Segregated Funds received or deemed for each Lease related to have been received pursuant to any New Aircraft being acquired from a Seller on the terms of the relevant ACS Group Purchase Agreements,Second Closing Date; (bii) after making the deposits required by clause (ai) above and in the following order (iA) transfer from the Collections Account to the Expense Account, such amount as is necessary so that the amount on deposit in the Expense Account is an amount equal to the Required Expense Amount for the initial Interest Periodfirst Payment Date occurring after the Second Closing Date and the Initial Expenses, as specified in a Written Notice of the Cash Manager to the Trustee, (iiB) transfer from the Collections Account to the Initial Notes Refinancing Account for application in accordance with Section 3.11 and other applicable provisions of the Original Indenture such amount as is necessary to pay the Initial Notes in full (other than the Class E-1 Notes) (C) pay from the Collections Account to each relevant the Seller an amount equal to or at the respective direction of the Seller the Aircraft Allocation Amount for each ACS Group Aircraft, if any, New Aircraft being acquired from such the Seller on the Initial Second Closing Date pursuant to the Second Share Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus the amount of any security deposits that are not Segregated Funds held by an ACS Group MemberIssuer Subsidiary as lessor under the Lease with respect to such Aircraft, minus the an amount equal to the reduction of the Purchase Price (as defined in the Second Share Purchase Agreement) by reason of any basic rent received by an ACS Group Member Issuer Subsidiary attributable to the period after the Initial Second Closing Date in accordance with Section 2.2(a)(i) of the Second Share Purchase Agreement and minus the Net Maintenance Reserve Amount Initial Expenses (if any) required in which case the Written Notice of the Cash Manager shall, as a condition to such payment, be paid accompanied by each relevant Seller a Written Notice of the Administrative Agent stating that the conditions to the Borroweracquisition of each such Aircraft specified in the Second Share Purchase Agreement have been fulfilled), (iiiD) transfer from the Collections Account the Aircraft Allocation Amount for each Remaining New Aircraft to the Maintenance Reserve Account an amount equal to the Net Maintenance Reserve Amount paid by each relevant Sellerrelated Aircraft Purchase Account, and (ivE) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers, (c) transfer to each applicable Aircraft Purchase Account from the Collections Account any Aircraft Allocation Amount as to each ACS Group Aircraft not acquired on the Initial Closing Date, ; and (diii) withdraw from the Expense Account such amount as is needed to discharge any Initial Expenses then due and payable on the Initial Closing Date and pay such amount to the appropriate payees thereof as specified in the Written Notice of the Cash Manager. (b) on any Closing Dates occurring after the Second Closing Date in respect of the issuance of any Additional Notes, (i) (A) deposit in the Collections Account the proceeds of the issuance of such Additional Notes, and (B) deposit in any Lessee Funded Account any Segregated Funds received pursuant to any Acquisition Agreement; and (ii) after making the deposits required by clause (i) above and in the following order (A) transfer from the Collections Account to the Expense Account, such amount as is necessary so that the amount on deposit in the Expense Account is an amount equal to the Required Expense Amount for the next succeeding Payment Date, (B) transfer from the Collections Account to any Cash Collateral Account then to be established an amount equal to the Required Amount for such Account, (C) pay from the Collections Account to the Seller the Aircraft Allocation Amounts for each Aircraft being acquired from the Seller on the relevant Closing Date (in which case the Written Notice of the Cash Manager shall, as a condition to such payment, be accompanied by a Written Notice of the Administrative AgentAgent stating that the conditions to the acquisition of each such Aircraft specified in the relevant Acquisition Agreement have been fulfilled), (D) transfer from the Collections Account the Aircraft Allocation Amount for each Additional Aircraft, if any, not being acquired on that Closing Date to the related Aircraft Purchase Account, (E) in the case of a Closing Date for any Additional Notes issued to finance any Aircraft Conversion, transfer from the Collections Account to the Aircraft Conversion Account such amount as the relevant Conversion Agreement requires to be paid on or before that Closing Date and (F) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers. (c) on any Closing Date occurring after the Second Closing Date involving the issuance of Refinancing Notes, deposit the proceeds of such Refinancing into the Refinancing Account for application in accordance with Section 3.08(a).

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent shall, on (a) On the Initial Closing Date, at the Trustee shall, subject to the receipt of written direction from the Issuer upon receipt of the Borrowerproceeds from the sale by the Issuer of the Notes, upon the Operating Bank’s receipt thereof, make, or direct the Operating Bank in writing to make, make the following deposits and transfers to payments from such proceeds in the Accountsamounts so directed by the Issuer: (a) (i) deposit to such Persons as shall be specified by the Issuer, such Transaction Expenses as shall be due and payable in connection with the Collections Account the proceeds issuance and sale of the ACS Group Loans and Class E Securities issued on the Initial Closing Date and the Net Maintenance Reserve Amount received pursuant to the terms of the relevant ACS Group Purchase Agreement, Notes; (ii) deposit in to the relevant Lessee Funded Accounts the amount of Hedge Provider, the initial Segregated FundsHedge Payment, if any, received or deemed to have been received pursuant to as and if directed by the terms of the relevant ACS Group Purchase Agreements and Issuer; (iii) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received or deemed to have been received pursuant to the terms of Parent, in accordance with the relevant ACS Group Purchase Agreements, (b) after making the deposits required by clause (a) above and in the following order (i) transfer from the Collections Account to the Expense AccountSale Agreement, an amount equal to the Required Expense Amount for the initial Interest Period, (ii) pay from the Collections Account to each relevant Seller an amount equal to the respective Aircraft Allocation Amount for each ACS Group Aircraft, if any, being acquired from such Seller on the Initial Closing Date pursuant to the Cash Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus Price less the amount of any security deposits that are not Segregated Funds held contemplated by an ACS Group Member, minus the amount equal to any basic rent received by an ACS Group Member attributable to the period after the Initial Closing Date minus the Net Maintenance Reserve Amount (if any) required to be paid by each relevant Seller to the Borrower, (iii) transfer from the Collections Account to the Maintenance Reserve Account an amount equal to the Net Maintenance Reserve Amount paid by each relevant Seller, and Section 3.3(a)(iv); and (iv) retain to the Holdback Account, $10,000,000. (b) On the date of issuance of any Class B Notes or any Refinancing Notes, the Trustee shall, subject to the receipt of written direction from the Issuer upon receipt of the proceeds of the sale by the Issuer of such Notes, make such payments and transfers as shall be specified in this Indenture, the Collections Account the balancerelated Manager Resolution and any indenture supplemental hereto in respect of such Notes, if any, remaining after making the foregoing transfers,copies of which Manager Resolution and indenture supplemental hereto shall be attached to such written direction. (c) transfer The Trustee shall hold all funds received on or prior to each applicable Aircraft Purchase Account the Closing Date from the Collections Account any Aircraft Allocation Amount as to each ACS Group Aircraft Note Purchasers in trust for the Note Purchasers pending completion of the closing of the transactions contemplated by the Note Purchase Agreements. Upon receipt by the Trustee of the aggregate Purchase Price from all Note Purchasers, the Trustee shall disburse the Purchase Price in accordance with this Section 3.3. If the aggregate Purchase Price shall not acquired have been received by the Trustee by 3:30 p.m. (New York City time) on the Initial Closing Date, and or if the closing of the transactions contemplated by the Note Purchase Agreements shall not otherwise be capable of being consummated by 3:30 p.m. (dNew York City time) withdraw from the Expense Account such amount as is needed to discharge any Expenses due and payable on the Initial Closing Date, then each Note Purchaser who has paid its respective portion of the Purchase Price shall have the right to instruct the Trustee at or after 3:30 p.m. (New York City time) on the Closing Date and pay to return such amount portion of the Purchase Price to such Note Purchaser prior to the appropriate payees thereof close of business on the Closing Date or as specified in a Written Notice of the Administrative Agentsoon thereafter as reasonably practicable.

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent shall, on (a) On the Initial Closing Date, at the Trustee shall, subject to the receipt of written direction from the Issuer, upon receipt of the BorrowerNote Purchase Price from the sale by the Issuer of the Original Class A Notes, upon the Operating Bank’s receipt thereof, make, or direct the Operating Bank in writing to make, make the following deposits and transfers to payments from such proceeds in the Accountsamounts so directed by the Issuer: (a) (i) deposit to such Persons and in such amounts as shall be specified by the Collections Account Issuer, such Transaction Expenses as shall be due and payable in connection with the issuance and sale of the Notes; (ii) to Indevus, in accordance with the Purchase and Sale Agreement, the amount by which the Note Purchase Price exceeds the sum of (x) such Transaction Expenses and (y) the Initial Interest Reserve Amount; and (iii) to the Interest Reserve Account, the Initial Interest Reserve Amount. (b) On the date of issuance of any Class B Notes or any Refinancing Notes, the Trustee shall, subject to the receipt of written direction from the Issuer upon receipt of the proceeds of the ACS Group Loans sale by the Issuer of such Notes, make such payments and Class E Securities issued on transfers as shall be specified in this Indenture, the Initial Closing Date related Resolution or any indenture supplemental hereto in respect of such Notes, copies of which Resolution and the Net Maintenance Reserve Amount received pursuant indenture supplemental hereto shall be attached to the terms of the relevant ACS Group Purchase Agreement, (ii) deposit in the relevant Lessee Funded Accounts the amount of the initial Segregated Funds, if any, received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements and (iii) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements, (b) after making the deposits required by clause (a) above and in the following order (i) transfer from the Collections Account to the Expense Account, an amount equal to the Required Expense Amount for the initial Interest Period, (ii) pay from the Collections Account to each relevant Seller an amount equal to the respective Aircraft Allocation Amount for each ACS Group Aircraft, if any, being acquired from such Seller on the Initial Closing Date pursuant to the Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus the amount of any security deposits that are not Segregated Funds held by an ACS Group Member, minus the amount equal to any basic rent received by an ACS Group Member attributable to the period after the Initial Closing Date minus the Net Maintenance Reserve Amount (if any) required to be paid by each relevant Seller to the Borrower, (iii) transfer from the Collections Account to the Maintenance Reserve Account an amount equal to the Net Maintenance Reserve Amount paid by each relevant Seller, and (iv) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers,written direction. (c) transfer The Trustee shall hold all funds received on or prior to each applicable Aircraft Purchase Account the Closing Date from the Collections Account any Aircraft Allocation Amount as to each ACS Group Aircraft Note Purchasers in trust for the Note Purchasers pending the Closing Date. Upon receipt by the Trustee of the aggregate Note Purchase Price from all Note Purchasers, the Trustee shall disburse the Note Purchase Price in accordance with this Section 3.3. If the aggregate Note Purchase Price shall not acquired have been received by the Trustee by 3:30 p.m. (New York City time) on the Initial Closing Date, and or if the closing of the transactions contemplated by the Note Purchase Agreements shall not otherwise be capable of being consummated by 3:30 p.m. (dNew York City time) withdraw from the Expense Account such amount as is needed to discharge any Expenses due and payable on the Initial Closing Date, then each Note Purchaser who has paid its respective portion of the Note Purchase Price shall have the right to instruct the Trustee at or after 3:30 p.m. (New York City time) on the Closing Date and pay to return such amount portion of the Note Purchase Price to such Note Purchaser prior to the appropriate payees thereof close of business on the Closing Date or as specified in a Written Notice of the Administrative Agentsoon thereafter as reasonably practicable.

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent shall, on (a) On the Initial Closing Date, at the Trustee shall, subject to the receipt of written direction from the Issuer upon receipt of the Borrowerproceeds from the sale by the Issuer of the Notes, upon the Operating Bank’s receipt thereof, make, or direct the Operating Bank in writing to make, make the following deposits and transfers to payments from such proceeds in the Accountsamounts so directed by the Issuer: (a) (i) deposit to such Persons as shall be specified by the Issuer, such Transaction Expenses as shall be due and payable in connection with the Collections Account the proceeds issuance and sale of the ACS Group Loans and Class E Securities issued on the Initial Closing Date and the Net Maintenance Reserve Amount received pursuant to the terms of the relevant ACS Group Purchase Agreement, Notes; (ii) deposit in the relevant Lessee Funded Accounts the amount of the initial Segregated Funds, if any, received or deemed to have been received pursuant to the terms of Parent, in accordance with the relevant ACS Group Purchase Agreements and (iii) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements, (b) after making the deposits required by clause (a) above and in the following order (i) transfer from the Collections Account to the Expense AccountSale Agreement, an amount equal to the Required Expense Amount for the initial Interest Period, (ii) pay from the Collections Account to each relevant Seller an amount equal to the respective Aircraft Allocation Amount for each ACS Group Aircraft, if any, being acquired from such Seller on the Initial Closing Date pursuant to the Cash Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus the amount of any security deposits that are not Segregated Funds held by an ACS Group Member, minus the amount equal to any basic rent received by an ACS Group Member attributable to the period after the Initial Closing Date minus the Net Maintenance Reserve Amount (if any) required to be paid by each relevant Seller to the Borrower, Price; and (iii) transfer to the Interest Reserve Account, $5,000,000. (b) On the date of issuance of any Class B Notes or any Refinancing Notes, the Trustee shall, subject to the receipt of written direction from the Collections Account Issuer upon receipt of the proceeds of the sale by the Issuer of such Notes, make such payments and transfers as shall be specified in this Indenture, the related Manager Resolution or any indenture supplemental hereto in respect of such Notes, copies of which Manager Resolution and indenture supplemental hereto shall be attached to the Maintenance Reserve Account an amount equal to the Net Maintenance Reserve Amount paid by each relevant Seller, and (iv) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers,such written direction. (c) transfer The Trustee shall hold all funds received on or prior to each applicable Aircraft Purchase Account the Closing Date from the Collections Account any Aircraft Allocation Amount as to each ACS Group Aircraft Note Purchasers in trust for the Note Purchasers pending completion of the closing of the transactions contemplated by the Note Purchase Agreements. Upon receipt by the Trustee of the aggregate Purchase Price from all Note Purchasers, the Trustee shall disburse the Purchase Price in accordance with this Section 3.3. If the aggregate Purchase Price shall not acquired have been received by the Trustee by 3:30 p.m. (New York City time) on the Initial Closing Date, and or if the closing of the transactions contemplated by the Note Purchase Agreements shall not otherwise be capable of being consummated by 3:30 p.m. (dNew York City time) withdraw from the Expense Account such amount as is needed to discharge any Expenses due and payable on the Initial Closing Date, then each Note Purchaser who has paid its respective portion of the Purchase Price shall have the right to instruct the Trustee at or after 3:30 p.m. (New York City time) on the Closing Date and pay to return such amount portion of the Purchase Price to such Note Purchaser prior to the appropriate payees thereof close of business on the Closing Date or as specified in a Written Notice of the Administrative Agentsoon thereafter as reasonably practicable.

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent Cash Manager shall, on the Initial each Closing Date, Date at the written direction of the BorrowerIssuer, upon the Operating Bank’s receipt thereof, make, or direct the Operating Bank in writing to make, the following deposits and transfers to and from the AccountsAccounts in each case as specified in a prior Written Notice of the Cash Manager to the Trustee, the Security Trustee and the Operating Bank: (a) on the Initial Closing Date, (i) (A) deposit in the Collections Account the proceeds of the ACS Group Loans and Class E Securities issued on issuance of the Initial Closing Date and the Net Maintenance Reserve Amount received pursuant to the terms of the relevant ACS Group Purchase AgreementNotes, (iiB) deposit in the relevant Lessee Funded Accounts Collections Account the amount of the initial Segregated FundsInitial Equity Amount, if any, received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements and (iiiC) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received or deemed to have been received pursuant to the terms of the relevant ACS Group Asset Purchase Agreements,Agreement and (D) deposit in any Lessee Funded Account an amount equal to any Segregated Funds for each Lease related to any Aircraft being acquired from a Seller on the Initial Closing Date; (bii) after making the deposits required by clause (ai) above and in the following order (iA) transfer from the Collections Account to the Expense Account, such amount as is necessary so that the amount on deposit in the Expense Account is an amount equal to the Required Expense Amount for the initial Interest PeriodAccrual Period and the Initial Expenses, as specified in a Written Notice of the Cash Manager to the Trustee, (ii) pay from the Collections Account to each relevant Seller an amount equal to the respective Aircraft Allocation Amount for each ACS Group Aircraft, if any, being acquired from such Seller on the Initial Closing Date pursuant to the Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus the amount of any security deposits that are not Segregated Funds held by an ACS Group Member, minus the amount equal to any basic rent received by an ACS Group Member attributable to the period after the Initial Closing Date minus the Net Maintenance Reserve Amount (if any) required to be paid by each relevant Seller to the Borrower, (iiiB) transfer from the Collections Account to the Maintenance Reserve Aircraft Purchase Account an amount equal the Aircraft Purchase Price for the Initial Aircraft pursuant to the Net Maintenance Reserve Amount paid Asset Purchase Agreement, (C) deposit in the Collections Account the amounts received by each relevant Sellerthe Issuer from the Sellers, pursuant to Sections 5.1(a) and (b) of the Asset Purchase Agreement (except to the extent any such amounts constitute (i) initial security deposits that are not Segregated Funds, which amounts shall have been deposited into the Security Deposit Account as provided in subclause (i)(C) above, and (ivii) Segregated Funds for each Lease, which amounts shall have been deposited into the applicable Lessee Funded Account as provided in subclause (i)(D) above), and (D) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers, (c) transfer to each applicable Aircraft Purchase Account from the Collections Account any Aircraft Allocation Amount as to each ACS Group Aircraft not acquired on the Initial Closing Date, ; and (diii) withdraw from the Expense Account such amount as is needed to discharge any portion of the Initial Expenses then due and payable on the Initial Closing Date and pay such amount to the appropriate payees thereof as specified in a the Written Notice of the Administrative AgentCash Manager. (b) on any Closing Dates in respect of the issuance of any Additional Notes, (i) (A) deposit in the Collections Account the proceeds of the issuance of such Additional Notes, (B) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received pursuant to the terms of the relevant Acquisition Agreements and (C) deposit in any Lessee Funded Account any Segregated Funds received pursuant to any Acquisition Agreement; and (ii) after making the deposits required by clause (i) above and in the following order (A) transfer from the Collections Account to the Expense Account, such amount as is necessary so that the amount on deposit in the Expense Account is an amount equal to the Required Expense Amount for the next succeeding Payment Date, (B) transfer from the Collections Account to any Cash Collateral Account then to be established an amount equal to the Required Amount for such Account, (C) pay from the Collections Account to the Sellers the Aircraft Purchase Price for each Additional Aircraft being acquired from the Seller on the relevant Closing Date, (D) in the case of a Closing Date for any Additional Notes issued to finance any Aircraft Conversion, transfer from the Collections Account to the Aircraft Conversion Account such amount (to the extent not funded by a capital contribution made by the holders of the Class A Shares) as the relevant Conversion Agreement requires to be paid on or before that Closing Date and (E) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers. (c) on any Closing Date involving the issuance of Refinancing Notes, deposit the proceeds of such Refinancing into the Refinancing Account for application in accordance with Section 3.08(a).

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent shall, on On each Closing Date (including the Initial Closing Date), unless otherwise specified in a Board Resolution, the Operating Bank shall deposit into the Collections Account all proceeds of the issuance of the Initial Notes, and all proceeds of Additional Issuances, if any. The Cash Manager shall, on each Closing Date and on any Redemption Date, in each case to the extent applicable below and at the written direction of the BorrowerIssuer, upon the Operating Bank’s receipt thereofof the amounts referred to in the preceding sentence, and subject to the deposit required by Section 3.12(c) on any Redemption Date, make, or direct the Operating Bank in writing to make, make from the Collections Account the following transfers, payments and deposits as set forth below out of such proceeds described above (transfers and transfers payments relating to the Accounts:acquisition of Aircraft being delivered on any Closing Date being dealt with in Section 3.06): (a) (i) deposit pay to such Persons as shall be specified by the Issuer such Issuance Expenses as shall be due and payable in connection with the Collections Account the proceeds issuance of the ACS Group Loans and Class E Securities issued Initial Notes on the Initial Closing Date and the Net Maintenance Reserve Amount received pursuant to the terms issuance of the relevant ACS Group Purchase Agreement, (ii) deposit in the relevant Lessee Funded Accounts the amount of the initial Segregated Funds, if any, received Refinancing Notes or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements and (iii) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements,Additional Notes on any other Closing Date; (b) after making the deposits required by clause (a) above and in the following order (i) transfer from the Collections Account to the Expense Account, an amount equal to the Required Expense Amount for the initial Interest Period, (ii) pay from the Collections Account to each relevant Seller an amount equal to the respective Aircraft Allocation Amount for each ACS Group Aircraft, if any, being acquired from such Seller on the Initial Closing Date pursuant to the Purchase Agreement or the Guarantor Purchase Agreement, as applicable, minus the amount of any security deposits that are not Segregated Funds held by an ACS Group Member, minus the amount equal to any basic rent received by an ACS Group Member attributable to the period after the Initial Closing Date minus the Net Maintenance Reserve Amount (if any) required to be paid by each relevant Seller to the Borrower, (iii) transfer from the Collections Account to the Maintenance Reserve Account an amount equal to the Net Maintenance Reserve Amount paid by each relevant Seller, and (iv) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers, (c) transfer to each applicable Aircraft Purchase Account from the Collections Account any Aircraft Allocation Amount as to each ACS Group Aircraft not acquired on the Initial Closing Date, deposit the Initial Expense Amount in the Expense Account, and on any other Closing Date, deposit such amount in the Expense Account as shall be prescribed in the applicable Board Resolution; (c) on the Initial Closing Date, deposit the Initial Maintenance Reserve Amount in the Maintenance Reserve Account, and on any other Closing Date, deposit such amount in the Maintenance Reserve Account as shall be prescribed in the applicable Board Resolution; and (d) withdraw on each Redemption Date, the Cash Manager, on behalf of the Trustee, shall direct the Operating Bank in writing to transfer a portion of the proceeds of any Refinancing of any subclass of Notes equal to the Redemption Price of such subclass of Notes from the Expense Account Defeasance/Redemption Account, established in respect of such amount as is needed to discharge any Expenses due and payable on the Initial Closing Date and pay such amount Refinancing to the appropriate payees thereof as specified Note Account for such subclass of Notes in a Written Notice each case in accordance with Sections 3.11 and 3.12 hereof and transfer the balance of such proceeds to the Administrative AgentExpense Account.

Closing Date Deposits, Withdrawals and Transfers. The Administrative Agent Cash Manager shall, on the Initial each Closing Date, Date at the written direction of the BorrowerIssuer, upon the Operating Bank’s receipt thereof, make, or direct the Operating Bank in writing to make, the following deposits and transfers to and from the AccountsAccounts in each case as specified in a prior Written Notice of the Cash Manager to the Trustee, the Security Trustee and the Operating Bank: (a) on the Initial Closing Date, (i) (A) deposit in the Collections Account the proceeds of the ACS Group Loans and Class E Securities issued on issuance of the Initial Closing Date and the Net Maintenance Reserve Amount received pursuant to the terms of the relevant ACS Group Purchase AgreementNotes, (iiB) deposit in the relevant Lessee Funded Accounts Aircraft Purchase Account, the amount of Allocable Rent Amount for the initial Segregated Fundsrelated Aircraft, if any(C) deposit in the Collections Account the Initial Equity Amount, received or deemed to have been received pursuant to the terms of the relevant ACS Group Purchase Agreements and (iiiD) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received or deemed to have been received pursuant to the terms of the relevant ACS Group Asset Purchase Agreements,Agreement and (E) deposit in any Lessee Funded Account an amount equal to any Segregated Funds for each Lease related to any Aircraft being acquired from a Seller on the Initial Closing Date; (bii) after making the deposits required by clause (ai) above and in the following order (iA) transfer from the Collections Account to the Expense Account, such amount as is necessary so that the amount on deposit in the Expense Account is an amount equal to the Required Expense Amount for the initial Interest PeriodAccrual Period and the Initial Expenses, as specified in a Written Notice of the Cash Manager to the Trustee, (iiB) pay from the Collections Account to each relevant respective Seller an amount equal to the respective Aircraft Allocation Amount Purchase Price for each ACS Group Aircraft, if any, being acquired from such that Seller on the Initial Closing Date (in which case the Written Notice of the Issuer shall, as a condition to such payment, state that the conditions to the acquisition of each such Aircraft specified in the relevant Acquisition Agreement have been fulfilled), (C) transfer from the Collections Account the Debt Allocation Amount for each Aircraft not acquired on the Initial Closing Date to the related Aircraft Purchase Account, (D) deposit in the Collections Account the amounts received by the Issuer from the Sellers, pursuant to the Asset Purchase Agreement or (except to the Guarantor Purchase Agreement, as applicable, minus the amount of extent any such amounts constitute (i) initial security deposits that are not Segregated Funds held by an ACS Group MemberFunds, minus which amounts shall have been deposited into the amount equal to any basic rent received by an ACS Group Member attributable to the period after the Initial Closing Date minus the Net Maintenance Reserve Amount Security Deposit Account as provided in subclause (if anyi)(C) required to be paid by each relevant Seller to the Borrower, (iii) transfer from the Collections Account to the Maintenance Reserve Account an amount equal to the Net Maintenance Reserve Amount paid by each relevant Sellerabove, and (ivii) Segregated Funds for each Lease, which amounts shall have been deposited into the applicable Lessee Funded Account as provided in subclause (i)(D) above), and (F) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers,; (ciii) transfer to each applicable Aircraft Purchase Account from the Collections Account any Aircraft Allocation Amount Prior Rent Payment as to each ACS Group the Aircraft not acquired on the Initial Closing Date, in respect of which an Aircraft Purchase Account has been established; and (div) withdraw from the Expense Account such amount as is needed to discharge any portion of the Initial Expenses then due and payable on the Initial Closing Date and pay such amount to the appropriate payees thereof as specified in a the Written Notice of the Administrative AgentCash Manager. (b) on any Closing Dates in respect of the issuance of any Additional Notes, (i) (A) deposit in the Collections Account the proceeds of the issuance of such Additional Notes, (B) deposit in the Security Deposit Account the amount of the initial security deposits that are not Segregated Funds received pursuant to the terms of the relevant Acquisition Agreements and (C) deposit in any Lessee Funded Account any Segregated Funds received pursuant to any Acquisition Agreement; (ii) after making the deposits required by clause (i) above and in the following order (A) transfer from the Collections Account to the Expense Account, such amount as is necessary so that the amount on deposit in the Expense Account is an amount equal to the Required Expense Amount for the next succeeding Payment Date, (B) transfer from the Collections Account to any Cash Collateral Account then to be established an amount equal to the Required Amount for such Account, (C) pay from the Collections Account to each respective Seller the Aircraft Purchase Price for each Additional Aircraft being acquired from that Seller on the relevant Closing Date (in which case the Written Notice of the Cash Manager shall, as a condition to such payment, state that the conditions to the acquisition of each such Aircraft specified in the relevant Acquisition Agreement have been fulfilled), (D) transfer from the Collections Account the Debt Allocation Amount for each Additional Aircraft, if any, not being acquired on that Closing Date to the Aircraft Purchase Account for that Aircraft, (E) in the case of a Closing Date for any Additional Notes issued to finance any Aircraft Conversion, transfer from the Collections Account to the Aircraft Conversion Account such amount (to the extent not funded by a capital contribution made by the holders of the Class A Shares) as the relevant Conversion Agreement requires to be paid on or before that Closing Date and (F) retain in the Collections Account the balance, if any, remaining after making the foregoing transfers; and (iii) transfer from each applicable Aircraft Purchase Account to the Collections Account any Aircraft Prior Rent Payment as to the Aircraft in respect of which that Account has been established; and (c) on any Closing Date involving the issuance of Refinancing Notes, deposit the proceeds of such Refinancing into the Refinancing Account for application in accordance with Section 3.08(a).