Common use of Total Loss After Delivery Clause in Contracts

Total Loss After Delivery. (a) If a Total Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor (or any Financing Party designated by Lessor) on the earlier of: (i) the date of receipt of the insurance proceeds payable as a result of the Total Loss, or (ii) the 30th day after the Total Loss Date (the “Settlement Date”), in either case unless the Aircraft is restored to Lessor or 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 Lessor’s title to the Aircraft, if both the Aircraft and Lessor’s title thereto are restored to Lessor or, in the case of the Aircraft, to Lessee). (b) The receipt by Lessor or any Financing Party (on behalf of Lessor) of the insurance proceeds in respect of the Total Loss on or prior to the Settlement Date shall discharge Lessee from its obligation to pay the Agreed Value to Lessor pursuant to this Section 11.2, provided such proceeds are not less than the Agreed Value. In the event that the insurance proceeds are paid initially to Lessee and not to Lessor or any Financing Party designated by Lessor, they may be retained by Lessee if Lessee shall have paid the Agreed Value to Lessor or any Financing Party (on behalf of Lessor); otherwise Lessee shall pay the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) not later than the next Business Day following receipt by Lessee of such proceeds. In the event that Lessee pays the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) in accordance with this Section 11.2, Lessor shall promptly assign to 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 Lessee. 11 Vide 3.11 and 3.12 of the text infra. (c) Subject to the rights of any insurers or other third parties, upon irrevocable payment in full to Lessor or any Financing Party (on behalf of Lessor) of the Agreed Value and all other amounts that are payable to Lessor under the Operative Documents, Lessor shall without recourse or warranty (except as to the absence of Lessor Liens), and without further act, be deemed to have transferred to Lessee all of 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 Lessee’s expense, execute and deliver such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of Lessor’s rights in such Engines and Parts in Lessee, free and clear of all rights of Lessor and any Lessor Liens.

Total Loss After Delivery. (a) 22.2.1 If a Total Loss occurs after Delivery, Lessee will Sublessee shall pay the Agreed Value Sublessor on or prior to Lessor (or any Financing Party designated by Lessor) on the earlier of: (i) thirty (30) days after the Total Loss Date; and (ii) the date of receipt of the insurance proceeds payable as a result of the Total Loss, or (ii) the 30th day after the Total Loss Date (the “Settlement Date”), in either case unless the Aircraft is restored to Lessor or 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 Lessor’s title to the Aircraft, if both the Aircraft and Lessor’s title thereto are restored to Lessor or, in the case of the Aircraft, to Lessee). (b) The receipt by Lessor or any Financing Party (on behalf of Lessor) of the insurance proceeds in respect of such Total Loss, the aggregate of (x) the Agreed Value and (y) Rent and all other amounts accrued under this Agreement to the date of payment and (z) interest on the Agreed Value accruing on a daily basis at the Default Rate for the period, if any, from the Total Loss on or prior Date to the Settlement Date shall discharge Lessee from its obligation to pay the Agreed Value to Lessor pursuant to this Section 11.2, provided such proceeds are not less than the Agreed Value. In the event that the insurance proceeds are paid initially to Lessee and not to Lessor or any Financing Party designated by Lessor, they may be retained by Lessee if Lessee shall have paid the Agreed Value to Lessor or any Financing Party (on behalf date of Lessor); otherwise Lessee shall pay the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) not later than the next Business Day following receipt by Lessee of such proceeds. In the event that Lessee pays the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) in accordance with this Section 11.2, Lessor shall promptly assign to 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 Lessee. 11 Vide 3.11 and 3.12 of the text infrapayment. (c) 22.2.2 Subject to the rights of any insurers or other third parties, upon irrevocable payment in full to Lessor or any Financing Party (on behalf of Lessor) Sublessor of the Agreed Value and all other amounts that are which may be or become payable to Lessor Sublessor under the Operative Documentsthis Agreement, Lessor Sublessor shall without recourse or warranty (except as direct Owner Trustee to the absence of Lessor Liens), and without further act, be deemed transfer to have transferred to Lessee Sublessee all of Lessor’s Owner Trustee's and Sublessor's rights (if any) to (x) the Airframe or any Engines and Parts whether or Parts not installed when the Total Loss occurred, all on an “as-is where is” basiswhere-is basis and without recourse or warranty (save as to freedom from Sublessor Liens), and shall, at Lessee’s expense, execute Sublessor shall procure the execution and deliver delivery of such bills of sale and other documents and instruments as Lessee Sublessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of Lessor’s rights in such Engines and Parts in Lesseetransfer, free and clear of all rights of Lessor Owner Trustee and Sublessor and (y) any Lessor Liensother rights in respect of the Aircraft or any part thereof or any further requisition or insurance proceeds in respect thereof. Sublessee shall indemnify Owner Trustee and Sublessor for all fees, expenses and Taxes incurred by Owner Trustee and Sublessor in connection with any such transfer. 22.2.3 If a Total Loss of the Aircraft or the Airframe occurs during the Sublease Term, Sublessee's obligation to pay Rent shall continue in full force and effect until the date of payment of the Agreed Value and all other amounts due under this Agreement and upon payment of the Agreed Value and all other sums due under this Agreement, the leasing of the Aircraft shall immediately terminate, but without prejudice to the continuing obligations of Sublessee (as to indemnity or otherwise) under this Agreement and Sublessor and, if not already recovered, Sublessee shall proceed diligently and co-operate fully with each other in the recovery of the Total Loss Proceeds.

Total Loss After Delivery. (a) If a Total Loss of the Aircraft occurs after Delivery, Lessee will shall pay the Agreed Value to Lessor Owner (or any Financing Party designated by Lessor) on the earlier of: : (i) the date of receipt of the insurance proceeds payable as a result of the Total Loss, or or (ii) the 30th day 90 days after the Total Loss Date (the “"Settlement Date”"), in either case unless the Aircraft is restored to Owner, Lessor or 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 Lessor’s Owner's title to the Aircraft, if both the Aircraft and Lessor’s Owner's title thereto are restored to Owner and/or Lessor or, in the case of the Aircraft, to Lessee). (b) The receipt by Lessor Owner (or any Financing Party (on behalf of designated by Lessor) of the insurance proceeds in respect of the Total Loss on or prior to the Settlement Date shall discharge Lessee from its obligation to pay the Agreed Value to Lessor pursuant to this Section 11.2, provided such proceeds are not less than the Agreed Value. In the event that the insurance proceeds are paid initially to Lessee and not to Lessor Owner (or any Financing Party designated by Lessor), they may be retained by Lessee if Lessee shall have paid the Agreed Value to Lessor Owner (or any Financing Party (on behalf of designated by Lessor); otherwise Lessee shall pay the Agreed Value to Lessor Owner (or any Financing Party (on behalf of designated by Lessor) not later than the next Business Day following receipt by Lessee of such proceeds. In the event that Lessee pays the Agreed Value to Lessor Owner (or any Financing Party (on behalf of designated by Lessor) in full in accordance with this Section 11.2, Lessor shall cause Owner (or any applicable Financing Party) to promptly assign to Lessee its rights under the Insurances to receive the insurance proceeds in respect of the Total Loss to the extent that such proceeds shall have not have been paid to Lessee. 11 Vide 3.11 and 3.12 of the text infra. (c) Subject to the rights of any insurers or other third parties, upon irrevocable payment in full to Lessor Owner (or any Financing Party (on behalf of designated by Lessor) of the Agreed Value and all other amounts that are payable to Lessor under the Operative Documents, Lessor Owner shall without recourse or warranty (except as to the absence of Lessor Liens), and without further act, be deemed to have transferred to Lessee all of Lessor’s Owner's rights to any Engines or Parts not installed when the Total Loss occurredoccurred (or to any Engines or Parts that survived the Total Loss), all on an “as-"as is where is” " basis, and shallLessor shall cause Owner to, at Lessee’s 's expense, execute and deliver such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of Lessor’s Owner's rights in such Engines and Parts in Lessee, free and clear of all rights of Lessor Owner and any Lessor Liens.

Total Loss After Delivery. (a) 22.2.1 If a Total Loss occurs after Delivery, Lessee will shall pay the Agreed Value Lessor on or prior to Lessor (or any Financing Party designated by Lessor) on the earlier of: (i) thirty (30) days after the Total Loss Date; and (ii) the date of receipt of the insurance proceeds payable as a result of the Total Loss, or (ii) the 30th day after the Total Loss Date (the “Settlement Date”), in either case unless the Aircraft is restored to Lessor or 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 Lessor’s title to the Aircraft, if both the Aircraft and Lessor’s title thereto are restored to Lessor or, in the case of the Aircraft, to Lessee). (b) The receipt by Lessor or any Financing Party (on behalf of Lessor) of the insurance proceeds in respect of such Total Loss, the aggregate of (x) the Agreed Value and (y) Rent and all other amounts accrued under this Agreement to the date of payment and (z) interest on the Agreed Value accruing on a daily basis at the Default Rate for the period, if any, from the Total Loss on or prior Date to the Settlement Date shall discharge Lessee from its obligation to pay the Agreed Value to Lessor pursuant to this Section 11.2, provided such proceeds are not less than the Agreed Value. In the event that the insurance proceeds are paid initially to Lessee and not to Lessor or any Financing Party designated by Lessor, they may be retained by Lessee if Lessee shall have paid the Agreed Value to Lessor or any Financing Party (on behalf date of Lessor); otherwise Lessee shall pay the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) not later than the next Business Day following receipt by Lessee of such proceeds. In the event that Lessee pays the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) in accordance with this Section 11.2, Lessor shall promptly assign to 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 Lessee. 11 Vide 3.11 and 3.12 of the text infrapayment. (c) 22.2.2 Subject to the rights of any insurers or other third parties, upon irrevocable payment in full to Lessor or any Financing Party (on behalf of Lessor) of the Agreed Value and all other amounts that are which may be or become payable to Lessor under the Operative Documentsthis Agreement, Lessor shall without recourse or warranty (except as direct Owner Trustee to the absence of Lessor Liens), and without further act, be deemed to have transferred transfer to Lessee all of Owner Trustee's and Lessor’s 's rights (if any) to (x) the Airframe or any Engines and Parts whether or Parts not installed when the Total Loss occurred, all on an “as-is where is” basiswhere-is basis and without recourse or warranty (save as to freedom from Lessor Liens), and shall, at Lessee’s expense, execute Lessor shall procure the execution and deliver delivery of such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of Lessor’s rights in such Engines and Parts in Lesseetransfer, free and clear of all rights of Owner Trustee and Lessor and (y) any other rights in respect of the Aircraft or any part thereof or any further requisition or insurance proceeds in respect thereof. Lessee shall indemnify Owner Trustee and Lessor Liensfor all fees, expenses and Taxes incurred by Owner Trustee and Lessor in connection with any such transfer. 22.2.3 If a Total Loss of the Aircraft or the Airframe occurs during the Lease Term, Lessee's obligation to pay Rent shall continue in full force and effect until the date of payment of the Agreed Value and all other amounts due under this Agreement and upon payment of the Agreed Value and all other sums due under this Agreement, the leasing of the Aircraft shall immediately terminate, but without prejudice to the continuing obligations of Lessee (as to indemnity or otherwise) under this Agreement; and Lessor and, if not already recovered, Lessee shall proceed diligently and co-operate fully with each other in the recovery of the Total Loss Proceeds.

Total Loss After Delivery. (a) If a Total Loss of the Aircraft or Airframe occurs after Delivery, Lessee will shall pay the Agreed Value to Lessor (on or any Financing Party designated by Lessor) on prior to the earlier of: (i) one hundred eighty (180) days after the Total Loss Date in respect of that Total Loss (subject to Lessor using its commercially reasonable efforts to agree and execute a release agreement in form and substance satisfactory to the relevant insurers and reinsurers); and (ii) five (5) Business Days after the date of receipt of the insurance proceeds payable as a result of the Total Loss, or (ii) the 30th day after the Total Loss Date (the “Settlement Date”), in either case unless the Aircraft is restored to Lessor or 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 Lessor’s title to the Aircraft, if both the Aircraft and Lessor’s title thereto are restored to Lessor or, in the case of the Aircraft, to Lessee). (b) The receipt by Lessor or any Financing Party (on behalf of Lessor) of the insurance proceeds in respect of the that Total Loss on or prior to the Settlement Date shall discharge Lessee from its obligation to pay the Agreed Value to Lessor pursuant to this Section 11.2, provided such proceeds are not less than the Agreed Value. In the event that the insurance proceeds are paid initially to Lessee and not to Lessor or any Financing Party designated by Lessor, they may be retained by Lessee if Lessee shall have paid the Agreed Value to Lessor or any Financing Party (on behalf of Lessor); otherwise Lessee shall pay the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) not later than the next Business Day following receipt by Lessee of such proceeds. In the event that Lessee pays the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) in accordance with this Section 11.2, Lessor shall promptly assign to 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 Lessee. 11 Vide 3.11 and 3.12 of the text infraLoss. (cb) Subject to the rights of any insurers and reinsurers or other third parties, upon irrevocable payment in full to Lessor or any Financing Party (on behalf of Lessor) of the Agreed Value and all other amounts that are which may be or become payable to Lessor under the Operative Documentsthis Agreement, Lessor shall without recourse or warranty (except as to the absence of Lessor Liens), and without further act, be deemed to have transferred transfer to Lessee all of Lessor’s rights right, title and interest in and to the Aircraft including any Engines or and Parts not installed when the Total Loss occurred, all on an “as-AS IS, WHERE IS” basis and without recourse, representation or warranty (except a representation and warranty that Lessor is where is” basistransferring such title to the Aircraft as the transferee from the Airframe Manufacturer received from the Airframe Manufacturer free from all Lessor Liens), and shallLessor shall provide such documents as Lessee may reasonably require to evidence and perfect such transfer of title in accordance with all applicable Laws (including the provision, at Lessee’s expenseif required, execute and deliver such to Lessee of bills of sale and other documents removal of any International Interests created by this Agreement from the International Registry). (c) Upon a Total Loss of any Engine not involving a Total Loss of the Airframe, Lessee shall give Lessor [and instruments as Lessee may reasonably request Owner Participant] prompt written notice thereof, and Xxxxxx shall replace the Engine that suffered the Total Loss by procuring that title to evidence a Replacement Engine is conveyed to Lessor in accordance with Clause 12.6 (on the public record or otherwise) the transfer and the vesting Permanent Replacement of Lessor’s rights in such Engines and Parts Parts) within one hundred eighty (180) days of the Total Loss Date in Lessee, free and clear respect of all rights of Lessor and any Lessor Lienssuch Total Loss.

Total Loss After Delivery. (a) If a Total Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor (or any Financing Party Mortgagee designated by Lessor) on the earlier of: (i) the date of receipt of the insurance proceeds payable as a result of the Total Loss, or (ii) the 30th day after the Total Loss Date (the “"Settlement Date”"), in either case unless the Aircraft is restored to Lessor or 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 Lessor’s 's title to the Aircraft, if both the Aircraft and Lessor’s 's title thereto are restored to Lessor or, in the case of the Aircraft, to Lessee). (b) The receipt by Lessor or any Financing Party Mortgagee (on behalf of Lessor) of the insurance proceeds in respect of the Total Loss on or prior to the Settlement Date shall discharge Lessee from its obligation to pay the Agreed Value to Lessor pursuant to this Section 11.2, provided such proceeds are not less than the Agreed Value. In the event that the insurance proceeds are paid initially to Lessee and not to Lessor or any Financing Party designated by LessorMortgagee, they may be retained by Lessee if Lessee shall have paid the Agreed Value to Lessor or any Financing Party Mortgagee (on behalf of Lessor); otherwise Lessee shall pay the Agreed Value to Lessor or any Financing Party Mortgagee (on behalf of Lessor) not later than the next Business Day following receipt by Lessee of such proceeds. In the event that Lessee pays the Agreed Value to Lessor or any Financing Party Mortgagee (on behalf of Lessor) in accordance with this Section 11.2, Lessor shall promptly assign to 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 Lessee. 11 Vide 3.11 and 3.12 of the text infra. (c) Subject to the rights of any insurers or other third parties, upon irrevocable payment in full to Lessor or any Financing Party Mortgagee (on behalf of Lessor) of the Agreed Value and all other amounts that are may be or become payable to Lessor under the Operative Documentsthis Agreement, Lessor shall shall: (i) without recourse or warranty (except as to the absence of Lessor Liens), and without further act, be deemed to have transferred to Lessee all of Lessor’s '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 Lessee’s 's expense, execute and deliver such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of Lessor’s 's rights in such Engines and Parts in Lessee, free and clear of all rights of Lessor and any Lessor Liens; and (ii) pay to Lessee, as a rebate of prepaid Basic Rent, an 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.

Total Loss After Delivery. (a) If a Total Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor (or any Financing Party designated by Lessor) on the earlier of: (i) the date of receipt of the insurance proceeds payable as a result of the Total Loss, or (ii) the 30th 60th day after the Total Loss Date (the “Settlement Date”), in either case unless the Aircraft is restored to Lessor or 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 Lessor’s title to the Aircraft, if both the Aircraft and Lessor’s title thereto are restored to Lessor or, in the case of the Aircraft, to Lessee). (b) The receipt by Lessor or any Financing Party (on behalf of Lessor) of the insurance proceeds in respect of the Total Loss on or prior to the Settlement Date shall discharge Lessee from its obligation to pay the Agreed Value to Lessor pursuant to this Section 11.2, provided such proceeds are not less than the Agreed Value. In the event that the insurance proceeds are paid initially to Lessee and not to Lessor or any Financing Party designated by LessorParty, they may be retained by Lessee if Lessee shall have paid the Agreed Value to Lessor or any Financing Party (on behalf of Lessor); otherwise Lessee shall pay the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) not later than the next Business Day following receipt by Lessee of such proceeds. In the event that Lessee pays the Agreed Value to Lessor or any Financing Party (on behalf of Lessor) in accordance with this Section 11.2, Lessor shall promptly assign to 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 Lessee. 11 Vide 3.11 and 3.12 of the text infra. (c) Subject to the rights of any insurers or other third parties, upon irrevocable payment in full to Lessor or any Financing Party (on behalf of Lessor) of the Agreed Value and all other amounts that are may be or become payable to Lessor under the Operative Documentsthis Agreement, Lessor shall without recourse or warranty (except as to the absence of Lessor Liens), and without further act, be deemed to have transferred to Lessee all of 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 Lessee’s expense, execute and deliver such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the public record or otherwise) the transfer and the vesting of Lessor’s rights in such Engines and Parts in Lessee, free and clear of all rights of Lessor and any Lessor Liens.