Common use of Lessee Funded Account Clause in Contracts

Lessee Funded Account. Any Segregated Funds received from time to time from any Lessee or pursuant to any ACS Group Acquisition Agreement shall be transferred by the Operating Bank at the written direction of the Cash Manager (which direction shall be given pursuant to a Written Notice from the Administrative Agent) from the Collections Account into the related Lessee Funded Account. The Cash Manager shall not make any withdrawal from, or transfer from or to, any Lessee Funded Account in respect of (i) any portion of the Segregated Funds therein consisting of a security deposit except, upon the termination of the related ACS Group Lease, as provided in such ACS Group Lease or (ii) any Segregated Funds that is contrary to the requirements of the respective ACS Group Leases as to Segregated Funds and the requirements of the Security Trust Agreement (including the agreement of the Security Trustee that it designate on its account records that it holds its interest in each Lessee Funded Account for the benefit of the respective Lessee in respect of whom such Segregated Funds are held). Without limiting the foregoing, no cash, Investment and other property in a Lessee Funded Account may be used to make payments, other than as permitted under Section 3.07 hereof, in respect of the ACS Group Securities at any time, including after the delivery of a Default Notice. Any Segregated Funds relating to an expired ACS Group Lease that remain in a Lessee Funded Account after expiration or termination of such ACS Group Lease and that are not due and owing to the relevant Lessee under such expired or terminated ACS Group Lease shall, if so required under the terms of a subsequent ACS Group Lease, if any, relating to such ACS Group Aircraft, be credited in a Lessee Funded Account or the Security Deposit Account for the benefit of the next Lessee of the relevant ACS Group Aircraft to the extent required under the terms of such subsequent ACS Group Lease and, to the extent not so required, transferred to the Collections Account. When and as provided in the Cash Management Agreement the Cash Manager shall cause to be established such additional Lessee Funded Accounts as requested by the Administrative Agent and as are provided for in accordance with Section 3.01(a) hereof.

Lessee Funded Account. Any Segregated Funds received from time to time from any Lessee or pursuant to any ACS Group Acquisition Agreement shall be transferred by the Operating Bank at the written direction of the Cash Manager (which direction shall be given pursuant to a Written Notice from the Administrative Agent) from the Collections Account into the related Lessee Funded Account. The Cash Manager shall not make any withdrawal from, or transfer from or to, any Lessee Funded Account in respect of (i) any portion of the Segregated Funds therein consisting of a security deposit except, upon the termination of the related ACS Group Lease, as provided in such ACS Group Lease or (ii) any Segregated Funds that is contrary to the requirements of the respective ACS Group Leases as to Segregated Funds and the requirements of the Security Trust Agreement (including the agreement of the Security Trustee that it designate on its account records that it holds its interest in each Lessee Funded Account for the benefit of the respective Lessee in respect of whom such Segregated Funds are held). Without limiting the foregoing, no cash, Investment and other property in a Lessee Funded Account may be used to make payments, other than as permitted under Section 3.07 hereof3.08, in respect of the ACS Group Securities Notes at any time, including after the delivery of a Default Notice. Any Segregated Funds relating to an expired ACS Group or terminated Lease that remain in a Lessee Funded Account after expiration or termination of such ACS Group Lease and that are not due and owing to the relevant Lessee under such expired or terminated ACS Group Lease shall, if so required under the terms of a subsequent ACS Group Lease, if any, relating to such ACS Group Aircraft, be credited in a Lessee Funded Account or the Security Deposit Account for the benefit of the next Lessee of the relevant ACS Group Aircraft to the extent required under the terms of such subsequent ACS Group Lease and, to the extent not so required, transferred to the Collections Account. When and as provided in the Cash Management Agreement the Cash Manager shall cause to be established such additional Lessee Funded Accounts as requested by the Administrative Agent and as are provided for in accordance with Section 3.01(a) hereofAccounts.

Lessee Funded Account. Any (i) The Cash Manager will maintain Lease Sub-Accounts allocating the Balance in the Lessee-Funded Account to each Lease in respect of which such Segregated Funds received from time to time from any Lessee or pursuant to any ACS Group Acquisition Agreement shall be transferred by were deposited therein and, if applicable, the Operating Bank at the written direction amount of the Cash Manager (which direction shall be given pursuant to a Written Notice from the Administrative Agent) from the Collections Account into the related Lessee Funded investment earnings on such Segregated Funds in each Lease Sub-Account. The Cash Manager shall not make any withdrawal from, or transfer from or to, any Lessee Funded Account in respect of (i) any portion of the Segregated Funds therein consisting of a security deposit except, upon the termination of the related ACS Group Lease, as provided in such ACS Group any Lease or (ii) any Segregated Funds Sub-Account that is contrary to the requirements of the respective ACS Group Leases applicable Lease as to such Segregated Funds and or the requirements of the Security Trust Agreement (including the agreement of the Security Trustee that it designate on its account records that it holds its interest in each Lessee Funded Lease Sub-Account for the benefit of the respective Lessee in respect of whom such Segregated Funds are held). Without limiting the foregoing, no cash, Investment and other property in a Lessee Funded Account may be used to make payments, other than as permitted under Section 3.07 hereof, in respect of the ACS Group Securities at any time, including after the delivery of a Default Notice. . (ii) Any Segregated Funds relating to an expired ACS Group Lease that remain in a Lessee the Lessee-Funded Account after expiration or termination of such ACS Group Lease and that are not due and owing to the relevant Lessee under such expired or terminated ACS Group Lease shall, if so required under the terms of a subsequent ACS Group LeaseLease with such Lessee, if any, relating to such ACS Group Aircraft, be credited in a Lessee the Lessee-Funded Account or the Security Deposit Account for the benefit of the next Lessee of the relevant ACS Group Aircraft to the extent required under the terms of such subsequent ACS Group Lease and, to the extent not so required, transferred to the Collections Account. When and as provided in the Cash Management Agreement the Cash Manager shall cause direct the Trustee, in writing, to be established transfer such additional Lessee Segregated Funds to the Collections Account upon such expiration or earlier termination. If any Segregated Funds relating to a Lease of an Aircraft that is the subject of an Aircraft Disposition remain in the Lessee-Funded Accounts as requested by Account after such Aircraft Disposition and are not refundable to the Administrative Agent and as are provided for applicable Lessee, the Cash Manager shall direct the Trustee, in accordance with Section 3.01(a) hereofwriting, to transfer such Segregated Funds to the Collections Account after such Aircraft Disposition.

Lessee Funded Account. Any Segregated Funds received from time to time from any Lessee or pursuant to any ACS Group Acquisition Agreement shall be transferred by the Operating Bank at the written direction of the Cash Manager (which direction shall be given pursuant to a Written Notice from the Financial Administrative Agent) from the Collections Account into the related Lessee Funded Account. The Cash Manager shall not make any withdrawal from, or transfer from or to, any Lessee Funded Account in respect of (i) any portion of the Segregated Funds therein consisting of a security deposit except, upon the termination of the related ACS Group Lease, as provided in such ACS Group Lease or (ii) any Segregated Funds that is contrary to the requirements of the respective ACS Group Leases as to Segregated Funds and the requirements of the Security Trust Agreement (including the agreement of the Security Trustee that it designate on its account records that it holds its interest in each Lessee Funded Account for the benefit of the respective Lessee in respect of whom such Segregated Funds are held). Without limiting the foregoing, no cash, Investment and other property in a Lessee Funded Account may be used to make payments, other than as permitted under Section 3.07 hereof3.08, in respect of the ACS Group Securities at any time, including after the delivery of a Default Notice. Any Segregated Funds relating to an expired ACS Group or terminated Lease that remain in a Lessee Funded Account after expiration or termination of such ACS Group Lease and that are not due and owing to the relevant Lessee under such expired or terminated ACS Group Lease shall, if so required under the terms of a subsequent ACS Group Lease, if any, relating to such ACS Group Aircraft, be credited in a Lessee Funded Account or the Security Deposit Account for the benefit of the next Lessee of the relevant ACS Group Aircraft to the extent required under the terms of such subsequent ACS Group Lease and, to the extent not so required, transferred to the Collections Account. When and as provided in the Cash Management Agreement the Cash Manager shall cause to be established such additional Lessee Funded Accounts as requested by the Financial Administrative Agent and as are provided for in accordance with Section 3.01(a) hereof3.01(a)(ii).

Lessee Funded Account. Any Segregated Funds received from time to time from any Lessee or pursuant to any ACS Group Acquisition Agreement shall be transferred by the Operating Bank at the written direction of the Cash Manager (which direction shall be given pursuant to a Written Notice from the Administrative Agent) from the Collections Account into the related Lessee Funded Account. The Cash Manager shall not make any withdrawal from, or transfer from or to, any Lessee Funded Account in respect of (i) any portion of the Segregated Funds therein consisting of a security deposit except, upon the termination of the related ACS Group Lease, as provided in such ACS Group Lease or (ii) any Segregated Funds that is contrary to the requirements of the respective ACS Group Leases as to Segregated Funds and the requirements of the Security Trust Agreement (including the agreement of the Security Trustee that it designate on its account records that it holds its interest in each Lessee Funded Account for the benefit of the respective Lessee in respect of whom such Segregated Funds are held). Without limiting the foregoing, no cash, Investment and other property in a Lessee Funded Account may be used to make payments, other than as permitted under Section 3.07 hereof, in respect of the ACS Group Securities at any time, including after the delivery of a Default Notice. Any Segregated Funds relating to an expired ACS Group Lease that remain in a Lessee Funded Account after expiration or termination of such ACS Group Lease and that are not due and owing to the relevant Lessee under such expired or terminated ACS Group Lease shall, if so required under the terms of a subsequent ACS Group Lease, if any, relating to such ACS Group Aircraft, be credited in a Lessee Funded Account or the Security Deposit Account for the benefit of the next Lessee of the relevant ACS Group Aircraft to the extent required under the terms of such subsequent ACS Group Lease and, to the extent not so required, transferred to the Collections Account. When and as provided in the Cash Management Agreement the Cash Manager shall cause to be established such additional Lessee Funded Accounts as requested by the Administrative Agent and as are provided for in accordance with Section 3.01(a) hereof.the

Lessee Funded Account. The Administrative Agent, acting on behalf of the Security Trustee, shall establish and maintain at the Operating Bank in the name of the Security Trustee (or in the name of an Eligible Institution designated in writing by the Security Trustee to the Operating Bank) one or more trust accounts (collectively, the "Lessee Funded Account"). The Lessee Funded Account shall bear a designation indicating that the Segregated Funds deposited therein are held for the benefit of the relevant Lessee pursuant to the terms of any Lease which requires that such funds be segregated from the other funds of the MSAF Group, and that such Segregated Funds are to be held in accordance with such Lease. Any Segregated Funds received from time to time from such Lessees (other than any Lessee or pursuant to any ACS Group Acquisition Agreement cash security deposits which shall be transferred by the Operating Bank at Administrative Agent to ILFC to be held in custody in accordance with the written direction of the Cash Manager (which direction Custody and Loan Agreement) shall be given pursuant to a Written Notice from transferred by the Administrative Agent) from the Collections Account Agent directly into the related Lessee Funded Account. The Cash Manager shall not make any withdrawal from, or transfer from or to, any All funds on deposit in the Lessee Funded Account in respect of (i) Accounts shall be accounted for and, if required by any portion of the Segregated Funds therein consisting of a security deposit except, upon the termination of the related ACS Group Lease, segregated on a per lease basis as provided in such ACS Group Lease or (ii) any Segregated Funds that is contrary to the requirements of the respective ACS Group Leases as to Segregated Funds set forth below and the requirements of the Security Trust Agreement (including the agreement of the Security Trustee that it designate on its account records that it holds its interest in each Lessee Funded Account for the benefit of the respective Lessee in respect of whom such Segregated Funds are held). Without limiting the foregoing, no cash, Investment and other property in a Lessee Funded Account may not be used to make payments, other than as permitted under Section 3.07 hereof, in respect of the ACS Group Securities Notes or the Notes at any time, including after the delivery of a Default Notice. Any Segregated Funds relating to an expired ACS Group Lease that remain in a the Lessee Funded Account after expiration or termination of such ACS Group Lease lease and that are not due and owing to the relevant Lessee under such expired or terminated ACS Group Lease shall, if so required under the terms of a subsequent ACS Group Lease, if any, relating to such ACS Group Aircraft, lease shall be credited in a the Lessee Funded Account or the Security Deposit Account for the benefit of to the next Lessee of the relevant ACS Group Aircraft to the extent extent, if any, required under the terms of the next Lease relating to such subsequent ACS Group Lease and, to aircraft. The Security Trustee shall have sole dominion and control over the extent not so required, transferred to the Collections Account. When Lessee Funded Account and as provided all investments made through and/or maintained in the Cash Management Agreement the Cash Manager shall cause to be established such additional Lessee Funded Accounts as requested Accounts, including sole authority to direct withdrawals or transfers therefrom. Amounts may be withdrawn from the Lessee Funded Account only in accordance with the provisions of this Indenture, any Guarantor Indenture and the Administrative Agency Agreement and only by officers, employees or agents authorized by the Security Trustee in writing (including the Administrative Agent and as are provided for any authorized agent thereof pursuant to the Administrative Agency Agreement). If, at any time, any Lessee Funded Account ceases to be an Eligible Account, the Administrative Agent or an agent thereof shall establish, within 10 Business Days, a new lessee funded account to replace such Lessee Funded Account meeting the conditions set forth in accordance this Section 3.01(c) and transfer any cash or investments in the existing Lessee Funded Account to such new lessee funded account; and from the date any such new lessee funded account is established, it shall be the "Lessee Funded Account" with Section 3.01(a) hereofrespect to the relevant Lease.