Common use of Post-delivery Clause in Contracts

Post-delivery. If a Total Loss occurs after Delivery, the Lessee will ------------- pay to the Lessor (or any mortgagee designated by Lessor), no later than 90 days after the Total Loss Date (the "Settlement Date"), the Termination Value on the Settlement Date, less any portion of Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, unless the Aircraft is restored to the Lessor or the Lessee within that period (or, in the case of a Total Loss coming within paragraph (c) of the definition of Total Loss and involving the loss of the Lessor's title to the Aircraft, if both the Aircraft and the Lessor's title thereto are restored to the Lessor or, in the case of the Aircraft, to the Lessee). The receipt by the Lessor (or any mortgagee designated by Lessor) of the insurance proceeds in respect of the Total Loss on or prior to the Settlement Date shall discharge the Lessee from its obligation to pay the Termination Value to the Lessor pursuant to this sub-clause (b), provided such proceeds are not less than an amount equal to the Termination Value less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment. In the event that the insurance proceeds are paid initially to the Lessee and not to the Lessor, they may be retained by the Lessee if the Lessee shall have paid the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, to the Lessor; otherwise, the Lessee shall pay the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, to the Lessor within two (2) Business Days following receipt by the Lessee of such proceeds. In the event that the Lessee pays the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, to the Lessor in accordance with this sub-clause (b), the Lessor shall promptly assign to the Lessee its rights under the Insurances to receive the insurance proceeds in respect of the Total Loss to the extent that such proceeds shall not have been paid to the Lessee. Subject to the rights of any insurers and reinsurers or other third parties, upon irrevocable payment in full to the Lessor of that amount and all other amounts then due and payable to the Lessor under this Agreement, the Lessor shall, without recourse or warranty (except as to the absence of Lessor Liens and as to good and marketable title), and without further act, be deemed to have transferred to the Lessee all of the Lessor's rights to any Engines or Parts not installed when the Total Loss occurred, all on an "as-is, where is" basis, and shall, at the Lessee's expense, execute and deliver such bills of sale and other documents and instruments as the Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of the Lessor's rights in such Engines and Parts in the Lessee, free and clear of all rights of the Lessor and any Lessor Liens.

Post-delivery. If a Total Loss occurs after Delivery, the Lessee will ------------- pay the Agreed Value to the Lessor (or any mortgagee designated by Lessor), Lender no later than 90 60 days after the Total Loss Date (the "Settlement DateSETTLEMENT DATE"), the Termination Value on the Settlement Date, less any portion of Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, ) unless the Aircraft is restored to the Lessor or the Lessee within that period (or, in the case of a Total Loss coming within paragraph (c) of the definition of Total Loss and involving the loss of the Lessor's title to the Aircraft, if both the Aircraft and the Lessor's title thereto are restored to the Lessor or, in the case of the Aircraft, to the LesseeLessee and the Lender's rights under the Mortgage are fully restored). The receipt by the Lessor (or any mortgagee designated by Lessor) Lender of the insurance proceeds in respect of the Total Loss on or prior to the Settlement Date shall discharge the Lessee from its obligation to pay the Termination Agreed Value to the Lessor pursuant to this sub-clause (b), provided such proceeds are not less than an amount equal to the Termination Value less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such paymentAgreed Value. In the event that the insurance proceeds are paid initially to the Lessee and not to the LessorLender, they may be retained by the Lessee if the Lessee shall have paid the Termination Value, less an amount equal Agreed Value to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such paymentLender, to the Lessor; otherwise, otherwise the Lessee shall pay the Termination Value, less an amount equal Agreed Value to the portion of any Basic Rent previously paid by Lender not later than the Lessee and corresponding to periods after the date of such payment, to the Lessor within two (2) next Business Days Day following receipt by the Lessee of such proceeds. In the event that the Lessee pays the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, Agreed Value to the Lessor in accordance with this sub-clause (b), the Lessor shall promptly assign to the Lessee its rights under the Insurances to receive the insurance proceeds in respect of the Total Loss to the extent that such proceeds shall not have been paid to the Lessee. Subject to the rights of any insurers and reinsurers or other third parties, upon irrevocable payment in full to the Lessor of that amount and all other amounts then due and that may be or become payable to the Lessor under this Agreement, the Lessor shall, : (i) without recourse or warranty (except as to the absence of Lessor Liens and as to good and marketable titleLiens), and without further act, be deemed to have transferred to the Lessee all of the Lessor's rights to any Engines or Parts not installed when the Total Loss occurred, all on an "as-is, is where is" basis, and shall, at the Lessee's expense, execute and deliver such bills of sale and other documents and instruments as the Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of the Lessor's rights in such Engines and Parts in the Lessee, free and clear of all rights of the Lessor and any Lessor Liens; and (ii) pay to Lessee, as a rebate of prepaid Basic Rent, and amount equal to the product of (1) one month's Basic Rent multiplied by (2) a fraction the numerator of which is the number of days remaining in the then current Rental Period and the denominator of which is the number of days in the then current Rental Period.

Post-delivery. If a Total Loss occurs after Delivery, the Lessee will ------------- pay the Agreed Value (minus all insurance proceeds received by the Lessor or paid to a third party pursuant to the Lessor's instruction in respect of such Total Loss) to the Lessor on or prior to the earlier of (or any mortgagee designated by Lessor), no later than 90 i) ninety (90) days after the Total Loss Date and (ii) the date of receipt of insurance proceeds in respect of that Total Loss (the "Settlement DateSETTLEMENT DATE"), the Termination Value on the Settlement Date, less any portion of Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, ) unless the Aircraft is restored to the Lessor or the Lessee within that period (or, in the case of a Total Loss coming within paragraph (c) of the definition of Total Loss and involving the loss of the Lessor's or the Head Lessor's, as the case may be, title to the Aircraft, if both the Aircraft and the Lessor's title thereto are restored to the Lessor Holder of Legal Title or, in the case of the Aircraft, to the Lessee). The receipt by the Lessor (or any mortgagee designated by Lessor) of the insurance proceeds in respect of the Total Loss on or prior shall, to the Settlement Date shall extent of such proceeds, discharge or partially discharge the Lessee from its obligation to pay the Termination Agreed Value to the Lessor pursuant to this sub-clause (b). In the event that the Lessor received insurance proceeds with respect to such Event of Loss (or such proceeds were paid as directed by the Lessor) after the Lessee has paid the Agreed Value to the Lessor, provided the Lessor shall pay or cause to be paid to the Lessee the amount of such insurance proceeds (less any amounts which are or will become due to the Lessor from the Lessee hereunder) plus monthly interest at the rate equal to LIBOR from the date of receipt of such insurance proceeds by the Lessor (or by the party to whom such proceeds are not less than an amount equal paid as directed by the Lessor) to the Termination Value less an amount equal date such insurance proceeds are paid over to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such paymentLessee. In the event that the insurance proceeds are paid initially to the Lessee and not to the Lessor, they the amount, if any, by which such insurance proceeds together with other amounts, if any, paid by the Lessee to the Lessor with respect to the Lessee's obligation to pay the Agreed Value, or any portion thereof, exceed the Agreed Value may be retained by the Lessee if the Lessee shall have paid the Termination ValueLessee, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, to the Lessor; otherwise, otherwise the Lessee shall pay the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, Agreed Value to the Lessor within two (2) Business Days following receipt by not later than the Lessee of such proceedsSettlement Date. In the event that the Lessee pays the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, Agreed Value to the Lessor in accordance with this sub-clause (b), the Lessor shall promptly assign to the Lessee its rights under the Insurances to receive the insurance proceeds in respect of the Total Loss (to the extent that such proceeds shall not have been paid to the Lessee). Subject to the rights of any insurers and reinsurers or other third partiesparty, upon irrevocable payment in full to the Lessor of that amount and all other amounts then due and which are or will become payable to the Lessor under this Agreement, the Lessor shallwill, without recourse or warranty (except as to the absence of Lessor Liens and as to good and marketable titleLiens), convey and without further acttransfer, or cause to be deemed to have transferred conveyed and transferred, to the Lessee all of by instrument in form and substance reasonably satisfactory to the Lessor's rights Lessee full legal and beneficial title to the Aircraft and to any Engines or Parts not installed when the Total Loss occurred, all on an "as-is, is where is" basis, and shallwill, at the Lessee's expense, execute and deliver deliver, or cause to be executed and delivered, such bills of sale and other documents and instruments as the Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and conveyance of such title to the vesting of the Lessor's rights in Aircraft and such Engines and Parts in to the Lessee, free and clear of all rights of the Lessor and any Lessor Liens.

Post-delivery. If a Total Loss occurs after Delivery, the Lessee will ------------- pay to the Lessor (or any mortgagee designated by Lessor), no later than 90 days after the Total Loss Date (the "Settlement Date"), the Termination Value on the Settlement Date, less any portion of Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, unless the Aircraft is restored to the Lessor or the Lessee within that period (or, in the case of a Total Loss coming within paragraph (c) of the definition of Total Loss and involving the loss of the Lessor's title to the Aircraft, if both the Aircraft and the Lessor's title thereto are restored to the Lessor or, in the case of the Aircraft, to the Lessee). The receipt by the Lessor (or any mortgagee designated by Lessor) of the insurance proceeds in respect of the Total Loss on or prior to the Settlement Date shall discharge the Lessee from its obligation to pay the Termination Value to the Lessor pursuant to this sub-clause (b), provided such proceeds are not less than an amount equal to the Termination Value less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment. In the event that the insurance proceeds are paid initially to the Lessee and not to the Lessor, they may be retained by the Lessee if the Lessee shall have paid the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, to the Lessor; otherwise, the Lessee shall pay the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, to the Lessor within two (2) Business Days following receipt by the Lessee of such proceeds. In the event that the Lessee pays the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, to the Lessor in accordance with this sub-sub- clause (b), the Lessor shall promptly assign to the Lessee its rights under the Insurances to receive the insurance proceeds in respect of the Total Loss to the extent that such proceeds shall not have been paid to the Lessee. Subject to the rights of any insurers and reinsurers or other third parties, upon irrevocable payment in full to the Lessor of that amount and all other amounts then due and payable to the Lessor under this Agreement, the Lessor shall, without recourse or warranty (except as to the absence of Lessor Liens and as to good and marketable title), and without further act, be deemed to have transferred to the Lessee all of the Lessor's rights to any Engines or Parts not installed when the Total Loss occurred, all on an "as-is, where is" basis, and shall, at the Lessee's expense, execute and deliver such bills of sale and other documents and instruments as the Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of the Lessor's rights in such Engines and Parts in the Lessee, free and clear of all rights of the Lessor and any Lessor Liens.

Post-delivery. If a Total an Event of Loss occurs after Deliverydelivery of the Aircraft to Lessee, the Lessee will ------------- pay the Agreed Value to Lessor on or prior to the Lessor earlier of (or any mortgagee designated by Lessor), no later than 90 i) ninety (90) days after the Total Loss Date Event of Loss; and (the "Settlement Date"), the Termination Value on the Settlement Date, less any portion of Basic Rent previously paid by the Lessee and corresponding to periods after ii) the date of such payment, unless the Aircraft is restored to the Lessor or the Lessee within that period (or, in the case of a Total Loss coming within paragraph (c) of the definition of Total Loss and involving the loss of the Lessor's title to the Aircraft, if both the Aircraft and the Lessor's title thereto are restored to the Lessor or, in the case of the Aircraft, to the Lessee). The receipt by the Lessor (or any mortgagee designated by Lessor) of the insurance proceeds in respect of the Total Loss on or prior to the Settlement Date shall discharge the Lessee from its obligation to pay the Termination Value to the Lessor pursuant to this sub-clause (b), provided such proceeds are not less than an amount equal to the Termination Value less an amount equal to the portion that Event of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment. In the event that the insurance proceeds are paid initially to the Lessee and not to the Lessor, they may be retained by the Lessee if the Lessee shall have paid the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, to the Lessor; otherwise, the Lessee shall pay the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, to the Lessor within two (2) Business Days following receipt by the Lessee of such proceeds. In the event that the Lessee pays the Termination Value, less an amount equal to the portion of any Basic Rent previously paid by the Lessee and corresponding to periods after the date of such payment, to the Lessor in accordance with this sub-clause (b), the Lessor shall promptly assign to the Lessee its rights under the Insurances to receive the insurance proceeds in respect of the Total Loss to the extent that such proceeds shall not have been paid to the LesseeLoss. Subject to the rights of any insurers and reinsurers or other third partiesparty, upon irrevocable payment in full to the Lessor of that amount and all other amounts which are then due and payable owing to the Lessor under this Agreement, the Lessor shall, will without recourse or warranty (except as to the absence of Lessor Liens Liens) procure that Owner shall transfer to Lessee all right, title and as to good interest in and marketable title), and without further act, be deemed to have transferred to the Lessee all of the Lessor's rights to any Engines or Parts not installed when the Total Loss occurredAircraft, all on an "as-as is, where is" , basis, and shall, will at the Lessee's expense, execute and deliver such bills of sale and other documents and instruments as the Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of the LessorOwner's rights in such Engines and Parts the Aircraft in the Lessee, free and clear of (x) all rights of the Owner and Lessor and any (y) all Lessor Liens. The receipt by Lessor of the insurance proceeds in respect of the Event of Loss on or prior to the date required pursuant to this Clause 11.1(b) shall discharge Lessee from its obligation to pay the Agreed Value to Lessor, provided such proceeds are not less than the Agreed Value and are available to Lessor to be applied to pay such Agreed Value and any excess of insurance proceeds (and any other amounts if any, paid to Lessor by or on behalf of Lessee) over and above the Agreed 91 Value, less any other amounts due and owing on the date of payment of the Agreed Value by Lessee to Lessor hereunder, shall be promptly refunded to Lessee or as otherwise required by law. If the insurance proceeds are paid initially to Lessee and not to Lessor, they may be retained by Lessee if Lessee shall have paid the Agreed Value and all other amounts then due and owing to Lessor, otherwise Lessee shall pay the Agreed Value to Lessor immediately upon the receipt by Lessee of such proceeds. If Lessee pays the Agreed Value and all other amounts due and owing to Lessor in accordance with this Clause 11.1(b), Lessor shall promptly assign (and shall procure that Owner assigns) to Lessee its rights under the Insurances to receive the insurance proceeds in respect of the Event of Loss (to the extent that such proceeds shall not have been paid to Lessee). Additionally, but without duplication, upon receipt by Lessor of the Agreed Value and any other amounts then due and owing by Lessee hereunder following an Event of Loss, Lessor shall pay or cause to be paid to Lessee amounts equal to any amounts held by Lessor or to its order as Supplemental Rent less any portion thereof theretofore applied or paid by Lessor to Lessee or its order in accordance with the terms and provisions of this Agreement.