Common use of Certain Payments Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Certain Payments. In the event that the aggregate of all payments or benefits made or provided to, or that may be made or provided to, the Executive under this Agreement and under all other plans, programs and arrangements of the Company (athe "Aggregate Payment") Any payments received by is determined to constitute a "parachute payment," as such term is defined in Section 280G(b)(2) of the Mortgagee for which no provision as Internal Revenue Code, the Company shall pay to the application thereof is made in this Trust Indenture and for which such provision is made in the Lease or the Participation Agreement shall be applied forthwith Executive, prior to the purpose for which such payment was made in accordance with the terms time any excise tax imposed by Section 4999 of the Lease or Internal Revenue Code ("Excise Tax") is payable with respect to such Aggregate Payment, an additional amount which, after the Participation Agreementimposition of all income and excise taxes thereon, as the case may be. (b) Notwithstanding anything is equal to the contrary contained in this Article III, Excise Tax on the Mortgagee will distribute promptly upon receipt any indemnity Aggregate Payment. The determination of whether the Aggregate Payment constitutes a parachute payment received by it from the Owner Trustee or Lessee in respect of the Mortgagee in its individual capacity, any Note Holder or any other Indenture Indemnitee, in each case whether pursuant to Section 9 of the Participation Agreement or as Supplemental Rent, directly to the Person entitled thereto. Any payment received by the Mortgagee under the third paragraph of Section 2.02 shall be distributed to the Subordination Agent to be distributed in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Article III, any payments received by the Mortgagee which constitute Excluded Payments shall be distributed promptly upon receipt by the Mortgagee directly to the Person or Persons entitled thereto. (d) Notwithstanding any provision of this Trust Indenture to the contrary, any amounts held by Mortgagee pursuant to the terms of the Lease or any Permitted Sublease assignment shall be held by the Mortgagee as security for the obligations of Lessee under the Lessee Operative Agreements and, if so, the amount to be paid to the Executive and when required the time of payment pursuant to this Section 15 shall be made by an independent auditor (the "Auditor") jointly selected by the LeaseCompany and the Executive and paid by the Company. The Auditor shall be a nationally recognized United States public accounting firm which has not, paid and/or applied during the two (2) years preceding the date of its selection, acted in accordance with the applicable provisions any way on behalf of the LeaseCompany or any affiliate thereof. If the Executive and the Company cannot agree on the firm to serve as the Auditor, then the Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of the Executive's Excise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to the Executive under this Section 15 has been made, the Company shall pay to the Executive an additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time and in the amount determined by the Auditor so as to make the Executive whole, on an after-tax basis, with respect to such Excise Tax (and any interest and penalties thereon) and such additional amount paid by the Company. In the event the amount of the Executive's Excise Tax liability is subsequently determined to be less than the Excise Tax liability with respect to which any payment to the Executive has been made under this Section 15, the Executive shall, as soon as practical after the determination is made, pay to the Company the amount of the overpayment by the Company, reduced by the amount of any relevant taxes already paid by the Executive and not refundable, all as determined by the Auditor. The Executive and the Company shall cooperate with each other in connection with any proceeding or claim relating to the existence or amount of liability for Excise Tax, and all expenses incurred by the Executive in connection therewith shall be paid by the Company promptly upon notice of demand from the Executive.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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