Common use of Investments of Cash Clause in Contracts

Investments of Cash. (a) So long as no Event of Default has occurred and is continuing, the Servicer (on behalf of the Issuer) may direct the Trustee in writing to invest and reinvest the funds on deposit in the Collection Account in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as an Event of Default has occurred and is continuing, the Trustee shall invest such amount in Eligible Investments described in clause (a) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee shall make such investments and reinvestments in accordance with the terms of the following provisions: (i) the Eligible Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day preceding the first succeeding scheduled Payment Date after such investment is made; (ii) if any funds to be invested are received in the Accounts after 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments; (iii) all interest and earnings on Eligible Investments held in the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this Indenture.

Investments of Cash. (a) So For so long as no Event of Default has occurred and is continuingany ACS Group Loans remain Outstanding, the Servicer (Administrative Agent, on behalf of the Issuer) may Collateral Agent, shall, or shall direct the Trustee Operating Bank in writing to to, invest and reinvest reinvest, at the written direction of the Borrowers, the funds on deposit in the Collection Accounts in Permitted Account in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as that the Liquidity Facility Provider shall be entitled to direct the Administrative Agent to invest the amounts standing (if any) in the Liquidity Facility Reserve Account in Permitted Account Investments; provided further that following the giving of a Default Notice or during the continuance of an Event of Default has occurred and is continuingAcceleration Default, the Trustee Administrative Agent shall invest such amount at the written direction of the Collateral Agent in Eligible Permitted Account Investments described in clause (ad) of the definition thereof (but in the case of a Lessee Funded Account only to the extent any such investment credited to such Lessee Funded Account is permitted by the ACS Group Lease pursuant to which such funds were received) from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In Intercreditor Agreement and the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall invest any funds in Eligible Investments described in clause (a) of the definition thereofGuarantor Intercreditor Agreement. The Trustee Administrative Agent shall make such investments and reinvestments reinvestments, and the Borrower, the Liquidity Facility Provider and/or the Collateral Agent as specified in the immediately preceding sentence shall provide such direction, in accordance with the terms of the following provisions: (i) the Eligible Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on Intercreditor Agreement and the Business Day preceding Guarantor Intercreditor Agreement (A) before the first succeeding scheduled next Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account, the Maintenance Reserve Account and the Expense Account, or (B) in accordance with a Written Notice provided by the Administrative Agent, the requirements of the relevant ACS Group Lease or ACS Group Aircraft Agreement, in the case of investments of funds on deposit in the Lessee Funded Accounts or the Security Deposit Account; provided that an investment maturing within one year of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Administrative Agent to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity; (ii) if any funds to be invested are not received in the Accounts after by 1:00 p.m., p.m. (New York City time, ) on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments;Permitted Account Investments described in clause (d) of the definition thereof; provided that none of the Facility Agent or the Collateral Agent shall be liable for any losses Incurred in respect of the failure to invest funds not thereby received; and (iii) all interest and earnings on Eligible Investments held in if required by the Accounts shall be invested in Eligible Investments on terms of an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions ACS Group Lease as set forth in this Indenturea Written Notice from the Administrative Agent to the Administrative Agent, any investments of funds on deposit in a Lessee Funded Account or the Security Deposit Account shall be made on behalf of the relevant Lessee in such investments as may be required thereunder. (b) Except In no event shall the Administrative Agent be liable for the selection of investments or for investment losses incurred thereon. The Administrative Agent shall have no liability in respect of losses incurred as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms a result of the Servicing Agreement and this Indentureliquidation of any investment prior to its stated maturity or the failure of Borrowers to provide timely written investment direction.

Investments of Cash. (a) So long as no Event of Default has occurred and is continuing, the Servicer (on behalf of the Issuer) may direct the Trustee in writing to invest and reinvest the funds on deposit in the Collection Account and the Interest Reserve Account in Eligible Investments, to the extent such Eligible Investments are available to the Trusteerelevant Operating Bank, and advise the Trustee in writing of any depositary depository institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as an Event of Default has occurred and is continuing, the Trustee shall direct each Operating Bank to invest such amount in Eligible Investments described in clause (ad) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall direct each Operating Bank to invest any funds in Eligible Investments described in clause (a) of the definition thereofU.S. Bank Global Trust Services Money Market Deposit Account. The Trustee shall direct each Operating Bank to make such investments and reinvestments in accordance with the terms of the following provisions: (ia) the Eligible Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day preceding the first succeeding scheduled next occurring Payment Date after such investment is made; (ii) if any funds to be invested are received in the Accounts after 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments; (iiib) all interest and earnings on Eligible Investments held in the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (ivc) the Issuer acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall Operating Bank will instead furnish monthly cash transaction statements that shall will detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this Indenture.

Investments of Cash. (a) So long as no Event of Default has occurred and is continuing, the Servicer (on behalf of the Issuer) Issuer may direct the Trustee in writing to invest and reinvest the funds on deposit in the Collection Account in Eligible Investments, to the extent such Eligible Investments are available to the TrusteeOperating Bank, and advise the Trustee in writing of any depositary depository institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as an Event of Default has occurred and is continuing, the Trustee shall direct the Operating Bank to invest such amount in Eligible Investments described in clause (a) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the ServicerIssuer, the Trustee shall direct the Operating Bank to invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee shall direct the Operating Bank to make such investments and reinvestments in accordance with the terms of the following provisions: (ia) the Eligible Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day preceding the first succeeding scheduled next occurring Payment Date after such investment is made; (iib) if any funds to be invested are received in the Accounts Collection Account after 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments; (iiic) all interest and earnings on Eligible Investments held in the Accounts Collection Account shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Collection Account until the next Payment Date; and (ivd) the Issuer acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall Operating Bank will instead furnish monthly cash transaction statements that shall will detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this Indenture.

Investments of Cash. (a) So For so long as no Event of Default has occurred and is continuingany ACS Group Securities remain Outstanding, the Servicer (Cash Manager, on behalf of the Issuer) may Security Trustee, shall, or shall direct the Trustee Operating Bank in writing to to, invest and reinvest reinvest, at the written direction of the Issuers, the funds on deposit in the Collection Accounts in Permitted Account in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as that the Initial Credit Facility Provider shall be entitled to direct the Cash Manager to invest the amounts standing (if any) in the Credit Facility Reserve Account in Permitted Account Investments; provided further that following the giving of a Default Notice or during the continuance of an Event of Default has occurred and is continuingAcceleration Default, the Trustee Cash Manager shall invest such amount at the written direction of the Security Trustee in Eligible Permitted Account Investments described in clause (ad) of the definition thereof (but in the case of a Lessee Funded Account only to the extent any such investment credited to such Lessee Funded Account is permitted by the ACS Group Lease pursuant to which such funds were received) from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture and the Guarantor Indenture. In the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee Cash Manager shall make such investments and reinvestments reinvestments, and the Issuer, the Initial Credit Facility Provider and/or the Security Trustee as specified in the immediately preceding sentence shall provide such direction, in accordance with the terms of the following provisions: (i) the Eligible Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on and the Business Day preceding Guarantor Indenture (A) before the first succeeding scheduled next Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account and the Expense Account, or (B) in accordance with a Written Notice provided by the Administrative Agent, the requirements of the relevant ACS Group Lease or ACS Group Aircraft Agreement, in the case of investments of funds on deposit in the Lessee Funded Accounts or the Security Deposit Account; provided that an investment maturing within one year of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Cash Manager (at the direction of the Administrative Agent), to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity; (ii) if any funds to be invested are not received in the Accounts after by 1:00 p.m., p.m. (New York City time, ) on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments;Permitted Account Investments described in clause (d) of the definition thereof; provided that none of the Trustee, the Guarantor Trustee or the Security Trustee shall be liable for any losses Incurred in respect of the failure to invest funds not thereby received; and (iii) all interest and earnings on Eligible Investments held in if required by the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations terms of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions a ACS Group Lease as set forth in this Indenturea Written Notice from the Administrative Agent to the Cash Manager, any investments of funds on deposit in a Lessee Funded Account or the Security Deposit Account shall be made on behalf of the relevant Lessee in such investments as may be required thereunder. (b) It is understood and agreed that the Cash Manager or its affiliates are permitted to receive additional compensation that could be deemed to be in the Cash Manager’s economic self-interest for (1) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Account Investments, (2) using affiliates to effect transactions in certain Permitted Account Investments and (3) effecting transactions in Permitted Account Investments. (c) Except as otherwise provided expressly provided hereinhereunder, the net Cash Manager shall have no obligation to invest and reinvest any cash held in the Accounts in the absence of timely and specific written investment income earned direction from the Issuers (or the Administrative Agent), the Initial Credit Facility Provider or the Security Trustee, as the case may be. In no event shall the Cash Manager be liable for the selection of investments or for investment losses incurred thereon. The Cash Manager shall have no liability in respect of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms losses incurred as a result of the Servicing Agreement and this Indentureliquidation of any investment prior to its stated maturity or the failure of Issuers to provide timely written investment direction.

Investments of Cash. The Issuer (a) So long as no Event of Default has occurred and is continuingor any Servicer, the Servicer (on behalf of the Issuerits behalf) may direct the Trustee in writing to invest and reinvest the funds on deposit in the Collection Account Accounts in Eligible Investments, to the extent such Eligible Investments are available to the Trusteerelevant Operating Bank, and advise the Trustee in writing of any depositary depository institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as an Event of Default has occurred and is continuing, the Trustee shall direct each Operating Bank to invest such amount in Eligible Investments described in clause (a) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Issuer (or any Servicer), the Trustee shall direct each Operating Bank to invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee shall direct each Operating Bank to make such investments and reinvestments in accordance with the terms of the following provisions: (ia) the Eligible Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day immediately preceding the first succeeding scheduled next occurring Payment Date after such investment is made; (iib) if any funds to be invested are received in the Accounts after 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments; (iiic) all interest and earnings on Eligible Investments held in the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (ivd) the Issuer acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall Operating Bank will instead furnish monthly cash transaction statements that shall will detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this Indenture.

Investments of Cash. (a) So For so long as no Event of Default has occurred and is continuingany Notes remain Outstanding, the Servicer (Cash Manager, on behalf of the Issuer) may Security Trustee, shall, or shall direct the Trustee Operating Bank in writing to to, invest and reinvest reinvest, at the written direction of the Financial Administrative Agent acting on the Issuer’s instructions, the funds on deposit in the Collection Accounts in Permitted Account in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, thatthat the Initial Primary Liquidity Facility Provider shall be entitled to direct the Cash Manager to invest the amounts standing (if any) in the Initial Primary Liquidity Reserve Account, so long as in Permitted Account Investments; provided further, however, that following the giving of a Default Notice or during the continuance of an Event of Default has occurred and is continuingAcceleration Default, the Trustee Cash Manager shall, or shall direct the Operating Bank in writing to, invest such amount funds on deposit or such amounts at the written direction of the Security Trustee in Eligible Permitted Account Investments described in clause (ad) of the definition thereof (but in the case of a Lessee Funded Account only to the extent any such investment credited to such Lessee Funded Account is permitted by the Leases pursuant to which such funds were received) from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee Cash Manager shall make such investments and reinvestments and the Issuer (or the Financial Administrative Agent acting on the Issuer’s instructions), the Initial Primary Liquidity Facility Provider and/or the Security Trustee as specified in the immediately preceding sentence shall provide such direction, all in accordance with the terms of the following provisions: (i) the Eligible Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on (A) before the Business Day preceding the first succeeding scheduled next Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account and the Expense Account, or (B) in accordance with a Written Notice provided by the Financial Administrative Agent, the requirements of the relevant Leases or Aircraft Agreements, in the case of investments of funds on deposit in the Lessee Funded Accounts; provided that an investment maturing within one year of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Cash Manager (at the direction of the Financial Administrative Agent acting on the Issuer’s instructions), to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity; (ii) if any funds to be invested are not received in the Accounts after by 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments;Permitted Account Investments described in clause (d) of the definition thereof; provided that none of the Cash Manager, the Trustee, the Security Trustee or the Initial Primary Liquidity Facility Provider shall be liable for any losses incurred in respect of the failure to invest funds not thereby received; and (iii) all interest and earnings on Eligible Investments held in if required by the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations terms of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions a Lease as set forth in this Indenturea Written Notice from the Financial Administrative Agent to the Cash Manager, any investments of Segregated Funds on deposit in a Lessee Funded Account or the Collections Account shall be made on behalf of the relevant Lessee in such investments as may be required thereunder. (b) Except as otherwise expressly provided hereinThe Cash Manager, the net Trustee or their respective Affiliates are permitted to receive additional compensation that could be deemed to be in their respective economic self interest for (i) serving as an investment income earned advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Permitted Account Investments, (ii) using Affiliates to effect transactions in certain Permitted Account Investments and (iii) effecting transactions in certain Permitted Account Investments. Neither the Cash Manager nor the Trustee guarantees the performance of any Permitted Account Investment. (c) The Cash Manager shall have no obligation to invest and reinvest any cash held in the Accounts in the absence of timely and specific written investment direction from the Issuer (or the Financial Administrative Agent acting on the Issuer’s instructions), the Initial Primary Liquidity Facility Provider or the Security Trustee, as the case may be. In no event shall the Cash Manager be liable for the selection of investments or for investment losses incurred thereon. The Cash Manager shall have no liability in respect of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms losses incurred as a result of the Servicing Agreement and this Indentureliquidation of any investment prior to its stated maturity or the failure of the Issuer (or the Financial Administrative Agent acting on the Issuer’s instructions), the Initial Primary Liquidity Facility Provider or the Security Trustee, as the case may be, to provide timely written investment direction.

Investments of Cash. (a) So For so long as no Event of Default has occurred and is continuingany ACS Group Securities remain Outstanding, the Servicer (Cash Manager, on behalf of the Issuer) may Security Trustee, shall, or shall direct the Trustee Operating Bank in writing to to, invest and reinvest reinvest, at the written direction of the Issuers, the funds on deposit in the Collection Accounts in Permitted Account in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as that the Initial Credit Facility Provider shall be entitled to direct the Cash Manager to invest the amounts standing (if any) in the Credit Facility Reserve Account in Permitted Account Investments; provided further that following the giving of a Default Notice or during the continuance of an Event of Default has occurred and is continuingAcceleration Default, the Trustee Cash Manager shall invest such amount at the written direction of the Security Trustee in Eligible Permitted Account Investments described in clause (ad) of the definition thereof (but in the case of a Lessee Funded Account only to the extent any such investment credited to such Lessee Funded Account is permitted by the ACS Group Leases pursuant to which such funds were received) from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture and the Guarantor Indenture. In the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee Cash Manager shall make such investments and reinvestments reinvestments, and the Issuer, the Initial Credit Facility Provider and/or the Security Trustee as specified in the immediately preceding sentence shall provide such direction, in accordance with the terms of the following provisions: (i) the Eligible Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on and the Business Day preceding Guarantor Indenture (A) before the first succeeding scheduled next Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account and the Expense Account, or (B) in accordance with a Written Notice provided by the Administrative Agent, the requirements of the relevant ACS Group Leases or ACS Group Aircraft Agreements, in the case of investments of funds on deposit in the Lessee Funded Accounts or the Security Deposit Account; provided that an investment maturing within one year of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Cash Manager (at the direction of the Administrative Agent), to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity; (ii) if any funds to be invested are not received in the Accounts after by 1:00 p.m., p.m. (New York City time, ) on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments;Permitted Account Investments described in clause (d) of the definition thereof; provided that none of the Trustee, the Guarantor Trustee or the Security Trustee shall be liable for any losses Incurred in respect of the failure to invest funds not thereby received; and (iii) all interest and earnings on Eligible Investments held in if required by the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations terms of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions a ACS Group Lease as set forth in this Indenturea Written Notice from the Administrative Agent to the Cash Manager, any investments of funds on deposit in a Lessee Funded Account or the Security Deposit Account shall be made on behalf of the relevant Lessee in such investments as may be required thereunder. (b) It is understood and agreed that the Cash Manager or its affiliates are permitted to receive additional compensation that could be deemed to be in the Cash Manager's economic self-interest for (1) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Account Investments, (2) using affiliates to effect transactions in certain Permitted Account Investments and (3) effecting transactions in Permitted Account Investments. (c) Except as otherwise provided expressly provided hereinhereunder, the net Cash Manager shall have no obligation to invest and reinvest any cash held in the Accounts in the absence of timely and specific written investment income earned direction from the Issuers (or the Administrative Agent), the Initial Credit Facility Provider or the Security Trustee, as the case may be. In no event shall the Cash Manager be liable for the selection of investments or for investment losses incurred thereon. The Cash Manager shall have no liability in respect of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms losses incurred as a result of the Servicing Agreement and this Indentureliquidation of any investment prior to its stated maturity or the failure of Issuers to provide timely written investment direction.

Investments of Cash. (a) So For so long as no Event of Default has occurred and is continuingany MSAF Group Notes remain Outstanding, the Servicer (Cash Manager, on behalf of the Issuer) may direct Security Trustee, shall, at the Trustee in writing to written direction of MSAF, invest and reinvest the funds on deposit in the Collection Accounts in Permitted Account in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as that following the giving of a Default Notice or during the continuance of an Event of Default has occurred and is continuingAcceleration Default, the Trustee Cash Manager shall invest such amount at the written direction of the Security Trustee in Eligible Permitted Account Investments described in clause (ad) of the definition thereof (but in each case only to the extent such investment, as advised by the Administrative Agent to the Cash Manager, is permitted by the Leases pursuant to which such funds were received) from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered Pursuant to the Trustee from the ServicerCash Management Agreement, the Trustee shall invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee Cash Manager shall make such investments and reinvestments in accordance with the terms of the following provisions: (i) the Eligible Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture and any Guarantor Indenture (A) on the Business Day preceding or before the first succeeding scheduled Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collection Account and the Expense Account, or (B) in accordance with the requirements of the relevant Leases or Aircraft Agreements, in the case of investments of funds on deposit in the Lessee Funded Accounts; provided that an investment maturing within one year of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Administrative Agent, to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity; (ii) if any funds to be invested are not received in the Accounts after by 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Permitted Account Investments;; and (iii) all interest and earnings on Eligible Investments held in if required by the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations terms of the U.S. Comptroller a Lease, any investments of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts funds on deposit in a Lessee Funded Account or the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms made on behalf of the Servicing Agreement and this Indenturerelevant Lessee in such investments as may be required thereunder.

Investments of Cash. (a) So For so long as no Event of Default has occurred and is continuingany Notes remain Outstanding, the Servicer (Cash Manager, on behalf of the Issuer) may Security Trustee, shall, or shall direct the Trustee Operating Bank in writing to to, invest and reinvest reinvest, at the written direction of the Cash Manager acting on the Issuer’s instructions, the funds on deposit in the Collection Accounts in Permitted Account in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, thatthat the Initial Liquidity Facility Provider shall be entitled to direct the Cash Manager to invest the amounts on deposit (if any) in the Liquidity Facility Reserve Account in Permitted Account Investments; provided further, so long as however, that following the giving of a Default Notice or during the continuance of an Event of Default has occurred and is continuingAcceleration Default, the Trustee Cash Manager shall, or shall direct the Operating Bank in writing to, invest such amount funds on deposit or such amounts at the written direction of the Security Trustee in Eligible Permitted Account Investments described in clause (ad) of the definition thereof (but in the case of a Lessee Funded Account only to the extent any such investment credited to such Lessee Funded Account or the Security Deposit Account is permitted by the Leases pursuant to which such funds were received) from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee Cash Manager shall make such investments and reinvestments and the Issuer (or the Cash Manager acting on the Issuer’s instructions), the Initial Liquidity Facility Provider and/or the Security Trustee as specified in the immediately preceding sentence shall provide such direction, all in accordance with the terms of the following provisions: (i) the Eligible Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on (A) before the Business Day preceding the first succeeding scheduled next Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account and the Expense Account, or (B) in accordance with a Written Notice provided by the Cash Manager (after consultation with the Servicer), the requirements of the relevant Leases or Aircraft Agreements, in the case of investments of funds on deposit in the Lessee Funded Accounts; provided that an investment maturing within one year of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Administrative Agent, to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity; (ii) if any funds to be invested are not received in the Accounts after by 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments;Permitted Account Investments described in clause (d) of the definition thereof; provided that none of the Cash Manager, the Trustee, the Security Trustee or the Initial Liquidity Facility Provider shall be liable for any losses incurred in respect of the failure to invest funds not thereby received; and (iii) all interest and earnings if required by the terms of a Lease, any investments of Segregated Funds on Eligible Investments held deposit in a Lessee Funded Account or funds on deposit in the Accounts Security Deposit Account shall be invested in Eligible Investments made on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations behalf of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions relevant Lessee in such investments as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions as set forth in this Indenturemay be required thereunder. (b) The Trustee or its Affiliates is permitted to receive additional compensation (which compensation should be decided on an arm’s length basis) that could be deemed to be in their respective economic self interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Permitted Account Investments, (ii) using Affiliates to effect transactions in certain Permitted Account Investments and (iii) effecting transactions in certain Permitted Account Investments. (c) Except as otherwise expressly provided hereinhereunder, neither the Cash Manager nor the Operating Bank shall have any obligation to invest and reinvest any cash held in the Accounts in the absence of timely and specific written investment direction from the Issuer, the net Initial Liquidity Facility Provider or the Security Trustee, as the case may be. In no event shall the Cash Manager or the Operating Bank be liable for the selection of investments or for investment income earned from losses incurred thereon. Neither the Cash Manager nor the Operating Bank shall have any liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of amounts on deposit in the Collection Account in Eligible Investments in Issuer, the manner provided in this Section 3.2 shall be deposited by Initial Liquidity Facility Provider or the Security Trustee, as the case may be, to provide timely written investment direction. Neither the Cash Manager nor the Trustee to guarantees the Collection performance of any Permitted Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this IndentureInvestment.

Investments of Cash. (a) So For so long as no Event of Default has occurred and is continuingany Notes remain Outstanding, the Servicer (Cash Manager, on behalf of the Issuer) may Security Trustee, shall, or shall direct the Trustee Operating Bank in writing to to, invest and reinvest reinvest, at the written direction of the Cash Manager acting on the Issuer’s instructions, the funds on deposit in the Collection Accounts in Permitted Account in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, thatthat the Initial Liquidity Facility Provider shall be entitled to direct the Cash Manager to invest the amounts standing (if any) in the Liquidity Facility Reserve Account and the Budgeted Cash Reserve Account in Permitted Account Investments; provided further, so long as however, that following the giving of a Default Notice or during the continuance of an Event of Default has occurred and is continuingAcceleration Default, the Trustee Cash Manager shall, or shall direct the Operating Bank in writing to, invest such amount funds on deposit or such amounts at the written direction of the Security Trustee in Eligible Permitted Account Investments described in clause (ad) of the definition thereof (but in the case of a Lessee Funded Account only to the extent any such investment credited to such Lessee Funded Account or the Security Deposit Account is permitted by the Leases pursuant to which such funds were received) from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee Cash Manager shall make such investments and reinvestments and the Issuer (or the Cash Manager acting on the Issuer’s instructions), the Initial Liquidity Facility Provider and/or the Security Trustee as specified in the immediately preceding sentence shall provide such direction, all in accordance with the terms of the following provisions: (i) the Eligible Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on (A) before the Business Day preceding the first succeeding scheduled next Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account and the Expense Account, or (B) in accordance with a Written Notice provided by the Cash Manager (after consultation with the Servicer), the requirements of the relevant Leases or Aircraft Agreements, in the case of investments of funds on deposit in the Lessee Funded Accounts; provided that an investment maturing within one year of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Manager, to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity; (ii) if any funds to be invested are not received in the Accounts after by 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments;Permitted Account Investments described in clause (d) of the definition thereof; provided that none of the Cash Manager, the Trustee, the Security Trustee or the Initial Liquidity Facility Provider shall be liable for any losses incurred in respect of the failure to invest funds not thereby received; and (iii) all interest and earnings if required by the terms of a Lease, any investments of Segregated Funds on Eligible Investments held deposit in a Lessee Funded Account or funds on deposit in the Accounts Security Deposit Account shall be invested in Eligible Investments made on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations behalf of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions relevant Lessee in such investments as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions as set forth in this Indenturemay be required thereunder. (b) The Trustee or their respective Affiliates are permitted to receive additional compensation that could be deemed to be in their respective economic self interest for (i) serving as an investment advisor, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain Permitted Account Investments, (ii) using Affiliates to effect transactions in certain Permitted Account Investments and (iii) effecting transactions in certain Permitted Account Investments. Neither the Cash Manager nor the Trustee guarantees the performance of any Permitted Account Investment. (c) Except as otherwise expressly provided hereinhereunder, neither the Cash Manager nor the Operating Bank shall have any obligation to invest and reinvest any cash held in the Accounts in the absence of timely and specific written investment direction from the Issuer, the net Initial Liquidity Facility Provider or the Security Trustee, as the case may be. In no event shall the Cash Manager or the Operating Bank be liable for the selection of investments or for investment income earned from losses incurred thereon. Neither the investment Cash Manager nor the Operating Bank shall have any liability in respect of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms losses incurred as a result of the Servicing Agreement and this Indentureliquidation of any investment prior to its stated maturity or the failure of the Issuer, the Initial Liquidity Facility Provider or the Security Trustee, as the case may be, to provide timely written investment direction.

Investments of Cash. (a) So For so long as no Event of Default has occurred and is continuingany AerCo Group Notes remain Outstanding, the Servicer (Cash Manager, on behalf of the Issuer) may direct Security Trustee, shall, at the Trustee in writing to written direction of AerCo, invest and reinvest the funds on deposit in the Collection Accounts in Permitted Account in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as that following the giving of a Default Notice or during the continuance of an Event of Default has occurred and is continuingAcceleration Default, the Trustee Cash Manager shall invest such amount at the written direction of the Security Trustee in Eligible Permitted Account Investments described in clause (ad) of the definition thereof (but in each case only to the extent such investment is permitted by the Leases pursuant to which such funds were received) from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered Pursuant to the Trustee from the ServicerCash Management Agreement, the Trustee shall invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee Cash Manager shall make such investments and reinvestments in accordance with the terms of the following provisions: (i) the Eligible Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture and any Guarantor Indenture (A) on the Business Day preceding or before the first succeeding scheduled Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collection Account and the Expense Account, or (B) in accordance with the requirements of the relevant Leases or Aircraft Agreements, in the case of investments of funds on deposit in the Lessee Funded Accounts; provided that an investment maturing within one year of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Administrative Agent, to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity; (ii) if any funds to be invested are not received in the Accounts after by 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Permitted Account Investments;; and (iii) all interest and earnings on Eligible Investments held in if required by the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations terms of the U.S. Comptroller a Lease, any investments of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts funds on deposit in a Lessee Funded Account or the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms made on behalf of the Servicing Agreement and this Indenturerelevant Lessee in such investments as may be required thereunder.

Investments of Cash. (a) So long as no Event of Default has occurred and is continuing, the Servicer (on behalf of the Issuer) may direct the Trustee in writing to invest and reinvest the funds on deposit in the Collection Account in Eligible Investments, to the extent such Eligible Investments are available to the Trusteerelevant Operating Bank, and advise the Trustee in writing of any depositary depository institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as an Event of Default has occurred and is continuing, the Trustee shall direct each Operating Bank to invest such amount in Eligible Investments described in clause (a) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall direct each Operating Bank to invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee shall direct each Operating Bank to make such investments and reinvestments in accordance with the terms of the following provisions: (ia) the Eligible Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day immediately preceding the first succeeding scheduled next occurring Payment Date after such investment is made; (iib) if any funds to be invested are received in the Accounts after 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments; (iiic) all interest and earnings on Eligible Investments held in the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (ivd) the Issuer acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall Operating Bank will instead furnish monthly cash transaction statements that shall will detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this Indenture.

Investments of Cash. (a) So long as no Event of Default has occurred and is continuingThe Issuer or the Servicer, the Servicer (on behalf of the Issuer) may its behalf, shall direct the Trustee in writing to invest and reinvest the funds on deposit in the Collection Account Accounts in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investmentsrelevant Operating Bank; provided, however, that, so long as an Event of Default has occurred and is continuing, the Trustee shall direct each Operating Bank to invest such amount in Eligible Investments described in clause (ad) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Issuer or the Servicer, the Trustee shall direct each Operating Bank to invest any funds in Eligible Investments described in clause (ad) of the definition thereof. The Trustee shall direct each Operating Bank to make such investments and reinvestments in accordance with the terms of the following provisions: (ia) the Eligible Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day immediately preceding the first succeeding scheduled next occurring Payment Date after such investment is made; (iib) if any funds to be invested are received in the Accounts after 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments; (iiic) all interest and earnings on Eligible Investments held in the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (ivd) the Issuer acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the . The Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall Operating Bank will instead furnish monthly periodic cash transaction statements that shall will detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this Indenture.

Investments of Cash. (a) So long as no Event of Default has occurred and is continuingThe Issuer or the Servicer, the Servicer (on behalf of the Issuer) may its behalf, shall direct the Trustee in writing to invest and reinvest the funds on deposit in the Collection Account Accounts in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investmentsrelevant Operating Bank; provided, however, that, so long as an Event of Default has occurred and is continuing, the Trustee shall direct each Operating Bank to invest such amount in Eligible Investments described in clause (ad) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Issuer or the Servicer, the Trustee shall direct each Operating Bank to invest any funds in Eligible Investments described in clause (ad) of the definition thereof. The Trustee shall direct each Operating Bank to make such investments and reinvestments in accordance with the terms of the following provisions: (ia) the Eligible Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day immediately preceding the first succeeding scheduled next occurring Payment Date after such investment is made; (iib) if any funds to be invested are not received in the Accounts after by 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments; (iiic) all interest and earnings on Eligible Investments held in the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (ivd) the Issuer acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the . The Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead Operating Bank will furnish monthly periodic cash transaction statements that shall will detail all investment transactions as set forth in this Indenturetransactions. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this Indenture.

Investments of Cash. (a) So For so long as no any Notes or Loans remain outstanding and until such time as an Indenture Event of Default (if any Notes are outstanding) or a Credit Facility Event of Default (if any Loans are outstanding) has occurred and is continuing, the Servicer (on behalf of the Issuer) may shall direct the Trustee in writing Operating Bank by Written Notice to invest and reinvest the funds on deposit in the Collection Accounts in Permitted Account Investments and if no directions are given, the funds shall be invested in Eligible Investments, to Fidelity Institutional Domestic Fund III (691) until otherwise directed in a Written Notice by the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible InvestmentsServicer; provided, however, that, so long as that following the occurrence and during the continuation of an Indenture Event of Default has occurred and is continuing(if any Notes are outstanding) or a Credit Facility Event of Default (if any Loans are outstanding), the Trustee Operating Bank shall invest such amount funds in Eligible Investments described Fidelity Institutional Domestic Fund III (691), unless and until otherwise indicated in clause (a) of a Written Notice from the definition thereof Indenture Trustee and the Credit Facility Agent, and from the time of receipt thereof of such Written Notice until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the ServicerAgreement, the Trustee Operating Bank shall invest any such funds as directed in Eligible Investments described in clause (a) such Written Notice, which investments shall be Permitted Account Investments. The Operating Bank at the direction of the definition thereof. The Servicer or the Indenture Trustee and the Credit Facility Agent, as the case may be, shall make such investments and reinvestments in accordance with the terms of the following provisions: (i) the Eligible Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Agreement, the Indenture and the Credit Facility Agreement (A) on the Business Day preceding the first succeeding scheduled next Interest Payment Date after which such investment is made;, or (B) in accordance with the requirements of the relevant Leases or Aircraft Purchase Agreements, provided that an investment maturing within 270 days of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Servicer, to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity; and (ii) if If any funds to be invested are not received in the Accounts after by 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments; Fidelity Institutional Domestic Fund III (iii) all interest 691), unless and earnings on Eligible Investments held until otherwise indicated in a Written Notice from Servicer, or in the Accounts event of the occurrence and continuation of an Indenture Event of Default (if any Notes are outstanding) or a Credit Facility Event of Default (if any Loans are outstanding), a Written Notice from the Indenture Trustee and the Credit Facility Agent; provided that neither the Servicer, the Indenture Trustee, the Credit Facility Agent, the Operating Bank nor the Security Trustee shall be invested liable for any losses incurred in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations respect of the U.S. Comptroller of failure to invest funds not thereby received. All interest, dividends and other distributions and payments received on the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts funds on deposit in the Collection Purchase Account in Eligible Investments in or the manner provided in this Section 3.2 Cash Collateral Account, as applicable, shall be deposited credited to the respective account upon receipt by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this IndentureOperating Bank.

Investments of Cash. (a) So long as no Event of Default has occurred and is continuing, the Servicer (on behalf of the Issuer) may direct the Trustee in writing to invest and reinvest the funds on deposit in the Collection Account and the Interest Reserve Account in Eligible Investments, to the extent such Eligible Investments are available to the Trusteerelevant Operating Bank, and advise the Trustee in writing of any depositary depository institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as an Event of Default has occurred and is continuing, the Trustee shall direct each Operating Bank to invest such amount in Eligible Investments described in clause (a) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall direct each Operating Bank to invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee shall direct each Operating Bank to make such investments and reinvestments in accordance with the terms of the following provisions: (ia) the Eligible Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day immediately preceding the first succeeding scheduled next occurring Payment Date after such investment is made; (iib) if any funds to be invested are received in the Accounts after 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments; (iiic) all interest and earnings on Eligible Investments held in the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (ivd) the Issuer acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall Operating Bank will instead furnish monthly cash transaction statements that shall will detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this Indenture.

Investments of Cash. (a) So long as no Event of Default has occurred and is continuingThe Issuer or the Servicer, the Servicer (on behalf of the Issuer) may its behalf, shall direct the Trustee in writing to invest and reinvest the funds on deposit in the Collection Account Accounts in Eligible Investments, to the extent such Eligible Investments are available to the Trusteerelevant Operating Bank, and advise the Trustee in writing of any depositary depository institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as an Event of Default has occurred and is continuing, the Trustee shall direct each Operating Bank to invest such amount in Eligible Investments described in clause (ad) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Trustee from the Issuer or the Servicer, the Trustee shall direct each Operating Bank to invest any funds in Eligible Investments described in clause (ad) of the definition thereof. The Trustee shall direct each Operating Bank to make such investments and reinvestments in accordance with the terms of the following provisions: (ia) the Eligible Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day immediately preceding the first succeeding scheduled next occurring Payment Date after such investment is made; (iib) if any funds to be invested are received in the Accounts after 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments; (iiic) all interest and earnings on Eligible Investments held in the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (ivd) the Issuer acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the . The Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall Operating Bank will instead furnish monthly periodic cash transaction statements that shall will detail all investment transactions as set forth in this Indenture. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this Indenture.

Investments of Cash. (a) So long as no Event of Default has occurred and is continuingRoyalty Sub or Servicer, the Servicer (on behalf of the Issuer) may its behalf, shall direct the Trustee Operating Bank holding each Account in writing to invest and reinvest the funds on deposit in the Collection Account Accounts in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investmentssuch Operating Bank; provided, however, that, that so long as an Event of Default under the First Lien Credit Agreement or the Indenture has occurred and is continuing, the First Lien Agent or, following the Discharge of First Lien Obligations, the Trustee (or in either case the Collection Agent on its behalf) shall direct the Operating Bank to invest such amount in Eligible Investments described in clause (ad) of the definition thereof from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this IndentureAgreement. In the absence of written direction delivered to the Trustee Operating Bank from the Royalty Sub or Servicer, the Trustee Operating Bank shall invest any funds in Eligible Investments described in clause (ad) of the definition thereof. The Trustee Operating Bank shall make such investments and reinvestments in accordance with the terms of the following provisions: (ia) the Eligible Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture Agreement on the Business Day immediately preceding the first succeeding scheduled next occurring Payment Date after such investment is made; (iib) if any funds to be invested are not received in the Accounts after by 1:00 p.m., New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments;; and (iiic) all interest and earnings on Eligible Investments held in the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer . Royalty Sub acknowledges that regulations of the U.S. Comptroller of the Currency grant the Issuer Royalty Sub the right to receive confirmations of security transactions as they occur, and the Issuer . Royalty Sub specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead Operating Bank will furnish monthly periodic cash transaction statements that shall will detail all investment transactions as set forth in this Indenturetransactions. (b) Except as otherwise expressly provided herein, the net investment income earned from the investment of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms of the Servicing Agreement and this Indenture.

Investments of Cash. (a) So For so long as no Event of Default has occurred and is continuingany ACS Group Securities remain Outstanding, the Servicer (Cash Manager, on behalf of the Issuer) may Security Trustee, shall, or shall direct the Trustee Operating Bank in writing to to, invest and reinvest reinvest, at the written direction of the Issuers, the funds on deposit in the Collection Accounts in Permitted Account in Eligible Investments, to the extent such Eligible Investments are available to the Trustee, and advise the Trustee in writing of any depositary institution or trust company described in the proviso to the definition of Eligible Investments; provided, however, that, so long as that the Initial Credit Facility Provider shall be entitled to direct the Cash Manager to invest the amounts standing (if any) in the Credit Facility Reserve Account in Permitted Account Investments; provided further that following the giving of a Default Notice or during the continuance of an Event of Default has occurred and is continuingAcceleration Default, the Trustee Cash Manager shall invest such amount at the written direction of the Security Trustee in Eligible Permitted Account Investments described in clause (ad) of the definition thereof (but in the case of a Lessee Funded Account only to the extent any such investment credited to such Lessee Funded Account is permitted by the ACS Group Leases pursuant to which such funds were received) from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture and the Guarantor Indenture. In the absence of written direction delivered to the Trustee from the Servicer, the Trustee shall invest any funds in Eligible Investments described in clause (a) of the definition thereof. The Trustee Cash Manager shall make such investments and reinvestments reinvestments, and the Issuer, the Initial Credit Facility Provider and/or the Security Trustee as specified in the immediately preceding sentence shall provide such direction, in accordance with the terms of the following provisions: (i) the Eligible Permitted Account Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on and the Business Day preceding Guarantor Indenture (A) before the first succeeding scheduled next Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account and the Expense Account, or (B) in accordance with a Written Notice provided by the Administrative Agent, the requirements of the relevant ACS Group Leases or ACS Group Aircraft Agreements, in the case of investments of funds on deposit in the Lessee Funded Accounts or the Security Deposit Account; provided that an investment maturing within one year of the date of investment shall nevertheless be a Permitted Account Investment if it has been acquired with funds which are not reasonably anticipated, at the discretion of the Cash Manager (at the direction of the Administrative Agent), to be required to be paid to any other Person or otherwise transferred from the applicable Account prior to such maturity; (ii) if any funds to be invested are not received in the Accounts after by 1:00 p.m., p.m. (New York City time, ) on any Business Day, such funds shall, if possible, be invested in overnight Eligible Investments;Permitted Account Investments described in clause (d) of the definition thereof; provided that none of the Trustee, the Guarantor Trustee or the Security Trustee shall be liable for any losses Incurred in respect of the failure to invest funds not thereby received; and (iii) all interest and earnings on Eligible Investments held in if required by the Accounts shall be invested in Eligible Investments on an overnight basis and credited to the appropriate Account until the next Payment Date; and (iv) the Issuer acknowledges that regulations terms of the U.S. Comptroller of the Currency grant the Issuer the right to receive confirmations of security transactions as they occur, and the Issuer specifically waives receipt of such confirmations to the extent permitted by Applicable Law and acknowledges that the Trustee shall instead furnish monthly cash transaction statements that shall detail all investment transactions a ACS Group Lease as set forth in this Indenturea Written Notice from the Administrative Agent to the Cash Manager, any investments of funds on deposit in a Lessee Funded Account or the Security Deposit Account shall be made on behalf of the relevant Lessee in such investments as may be required thereunder. (b) It is understood and agreed that the Cash Manager or its affiliates are permitted to receive additional compensation that could be deemed to be in the Cash Manager's economic self-interest for (1) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian with respect to certain of the Permitted Account Investments, (2) using affiliates to effect transactions in certain Permitted Account Investments and (3) effecting transactions in Permitted Account Investments. (c) Except as otherwise provided expressly provided hereinhereunder, the net Cash Manager shall have no obligation to invest and reinvest any cash held in the Accounts in the absence of timely and specific written investment income earned direction from the Issuers (or the Administrative Agent), the Initial Credit Facility Provider or the Security Trustee, as the case may be. In no event shall the Cash Manager be liable for the selection of investments or for investment losses incurred thereon. The Cash Manager shall have no liability in respect of amounts on deposit in the Collection Account in Eligible Investments in the manner provided in this Section 3.2 shall be deposited by the Trustee to the Collection Account and transferred therefrom in accordance with the terms losses incurred as a result of the Servicing Agreement and this Indentureliquidation of any investment prior to its stated maturity or the failure of Issuers to provide timely written investment direction.