Common use of Postponement of Delivery Date Clause in Contracts

Postponement of Delivery Date. (a) If the Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available on the Scheduled Delivery Date in accordance with the terms of Section 3.02 hereof, the Owner Trustee will promptly give each party confirmed facsimile notice thereof and the Lessee shall postpone the Delivery Date to a date not later than the Cut-Off Date. If the Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available in accordance with the terms of Section 3.02 hereof on such postponed Delivery Date, the Lessee shall endeavor during such period to identify another equity investor to whom it can assign its Beneficial Interest. If the Lessee identifies an equity investor, the Lessee shall assign its interest in the Lessor's Estate as provided above. In case of any such conveyance (but subject to the satisfaction of the conditions precedent specified herein), the Indenture Trustee shall release the Debt Portion or such lesser amount as may then be held in the Collateral Account for application to the payments contemplated in the last sentence of Section 3.02(a) hereof, subject to the proviso to Section 3.02(a) hereof. For the avoidance of doubt, it is understood and agreed that if for any reason other than the failure of the Manufacturer or AVSA to deliver the Aircraft, the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Lessee, the Indenture Trustee and the Pass Through Trustee agree that the Lessee shall purchase the Aircraft and assume all of the obligations of the Owner Trustee under the Certificates upon satisfaction of the requirements set forth in Section 4.01 hereof, as the same may be modified by the provisions of Section 7.11 hereof and as otherwise necessary to reflect a full recourse secured aircraft financing of the Lessee.

Postponement of Delivery Date. (a) If no Owner Participant has committed to participate in the transactions contemplated to occur on the Scheduled Delivery Date or if an Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available on the Scheduled Delivery Date in accordance with the terms of Section 3.02 hereof, the Owner Trustee will promptly give each party confirmed facsimile notice thereof and the Lessee shall postpone the Delivery Date to a date not later than the Cut-Off Date. If the no Owner Participant has committed to participate or an Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available in accordance with the terms of Section 3.02 hereof on such postponed Delivery Date, the Lessee shall endeavor during such period to identify another equity investor to whom it can assign its Beneficial Interest. If the Lessee identifies an equity investor, the Lessee shall assign its interest in the Lessor's Estate as provided above. In case of any such conveyance (but subject to the satisfaction of the conditions precedent specified herein), the Indenture Trustee shall release the Debt Portion or such lesser amount as may then be held in the Collateral Account for application to the payments contemplated in the last sentence of Section 3.02(a) hereof, subject to the proviso to Section 3.02(a) hereof. For the avoidance of doubt, it is understood and agreed that if for any reason other than the failure of the Manufacturer or AVSA to deliver the Aircraft, the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Lessee, the Indenture Trustee and the Pass Through Trustee agree that the Lessee shall purchase the Aircraft and assume all of the obligations of the Owner Trustee under the Certificates upon satisfaction of the requirements set forth in Section 4.01 4.02 hereof, as the same may be modified by the provisions of Section 7.11 hereof and as otherwise necessary to reflect a full recourse secured aircraft financing of the Lessee.

Postponement of Delivery Date. (a) If the an Owner Participant shall for any reason fail or refuse to make the full amount of its respective Commitment available on the Scheduled Delivery Date in accordance with the terms of Section 3.02 hereof, the Owner Trustee will promptly give each party confirmed facsimile notice thereof and the Lessee shall postpone the Delivery Date to a date not later than the Cut-Off Date. If the an Owner Participant shall for any reason fail or refuse to make the full amount of its respective Commitment available in accordance with the terms of Section 3.02 hereof on such postponed Delivery Date, the Lessee shall endeavor during such period to identify another equity investor to whom it can assign its Beneficial Interest. If the Lessee identifies an equity investor, the Lessee shall assign its interest in the Lessor's Estate as provided above. In case of any such conveyance (but subject to the satisfaction of the conditions precedent specified herein), the Indenture Trustee shall release the Debt Portion or such lesser amount as may then be held in the Collateral Account for application to the payments contemplated in the last sentence of Section 3.02(a) hereof, subject to the proviso to Section 3.02(a) hereof. For the avoidance of doubt, it is understood and agreed that if for any reason other than the failure of the Manufacturer or AVSA to deliver the Aircraft, the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Lessee, the Indenture Trustee and the Pass Through Trustee agree that the Lessee shall purchase the Aircraft and assume all of the obligations of the Owner Trustee under the Certificates upon satisfaction of the requirements set forth in Section 4.01 hereof, as the same may be modified by the provisions of Section 7.11 hereof and as otherwise necessary to reflect a full recourse secured aircraft financing of the Lessee.

Postponement of Delivery Date. (a) If the Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available on the Scheduled Delivery Date in accordance with the terms of Section 3.02 hereof, the Owner Trustee will promptly give each party confirmed facsimile notice thereof and the Lessee shall postpone the Delivery Date to for a date period of not more than five (5) Business Days, but in no event later than the Cut-Off DateSeptember 30, 1997. If the Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available in accordance with the terms of Section 3.02 hereof on such postponed Delivery Date, (i) if the Owner Participant fails to make available its Commitment in breach of its obligations under this Agreement, the Lessee shall endeavor during such period cause the Owner Participant to identify assign to another equity investor identified by the Lessee its interest in the Lessor's Estate pursuant to whom Section 7.03(d) hereof and (ii) if no such equity investor is identified, or if such equity investor fails to close such transactions, or if the Owner Participant fails to make available its Commitment for any other reason than as specified in clause (i) above, the Owner Participant's interest in the Lessor's Estate shall be automatically conveyed to the Lessee without any further action, and the parties hereto shall take such actions as may be advisable or necessary to give effect to such conveyance. From and after any such conveyance, the Owner Participant's obligations hereunder and under the other Operative Agreements shall cease. The exception to the Lessee's indemnity set forth in clause (viii) of Section 9.01(b) hereof shall not be applicable to any such conveyance other than a conveyance pursuant to clause (i) above. For the avoidance of doubt, it can assign its Beneficial Interestis understood and agreed that if for any reason other than the failure of the Manufacturer or AVSA to deliver the Aircraft, the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Indenture Trustee and the Pass Through Trustee agree that the Lessee shall purchase the Aircraft and assume all of the obligations of the Owner Trustee under the Certificates upon satisfaction of the requirements set forth in Section 4.02 hereof, as the same may be modified by the provisions of Section 7.11 hereof and as otherwise necessary to reflect a full recourse secured aircraft financing of the Lessee. If the Lessee identifies has identified an equity investorinvestor under the circumstances set forth in clause (i) above, the Lessee shall Owner Participant agrees to assign its interest in the Lessor's Estate as provided abovein said clause (i). In case of any such conveyance pursuant to said clause (i) (but subject to the satisfaction of the conditions precedent specified herein), the Indenture Trustee shall release the Debt Portion or such lesser amount as may then be held in the Collateral Account for application to the payments contemplated in the last sentence of Section 3.02(a) hereof, subject to the proviso to Section 3.02(a) hereof. For the avoidance of doubt, it is understood and agreed that if for any reason other than the failure of the Manufacturer or AVSA to deliver the Aircraft, the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Lessee, the Indenture Trustee and the Pass Through Trustee agree that the Lessee shall purchase the Aircraft and assume all of the obligations of the Owner Trustee under the Certificates upon satisfaction of the requirements set forth in Section 4.01 hereof, as the same may be modified by the provisions of Section 7.11 hereof and as otherwise necessary to reflect a full recourse secured aircraft financing of the Lessee.

Postponement of Delivery Date. (a) If no Owner Participant has committed to participate in the transactions contemplated to occur on the Scheduled Delivery Date or if an Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available on the Scheduled Delivery Date in accordance with the terms of Section 3.02 hereof, the Owner Trustee will promptly give each party confirmed facsimile notice thereof and the Lessee shall postpone the Delivery Date to a date not later than the Cut-Off Date. If the no Owner Participant has committed to participate or an Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available in accordance with the terms of Section 3.02 hereof on such postponed Delivery Date, the Lessee shall endeavor during such period to identify another equity investor to whom it can assign its Beneficial Interest. If the Lessee identifies an equity investor, the Lessee shall assign its interest in the Lessor's Estate as provided above. In case of any such conveyance (but subject to the satisfaction of the conditions precedent specified herein), the Indenture Trustee shall release the Debt Portion or such lesser amount as may then be held in the Collateral Account for application to the payments contemplated in the last sentence of Section 3.02(a) hereof, subject to the proviso to Section 3.02(a) hereof. For the avoidance of doubt, it is understood and agreed that if for any reason other than the failure of the Manufacturer or AVSA to deliver the Aircraft, the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Lessee, the Indenture Trustee and the Pass Through Trustee agree that the Lessee shall purchase the Aircraft and assume all of the obligations of the Owner Trustee under the Certificates upon satisfaction of the requirements set forth in Section 4.01 4.02 hereof, as the same may be modified by the provisions of Section 7.11 hereof and as otherwise necessary to reflect a full recourse secured aircraft financing of the Lessee.

Postponement of Delivery Date. (ai) If the no Owner Participant shall for any reason fail has committed to participate in the transactions contemplated hereby or refuse to make the full amount of its Commitment available on the Scheduled Delivery Date in accordance with the terms of Section 3.02 hereof, the Owner Trustee will promptly give each party confirmed facsimile notice thereof and the Lessee shall postpone the Delivery Date to a date not later than the Cut-Off Date. If the an Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available in accordance with the terms of Section 3.02 1(d) hereof on such postponed the Scheduled Delivery Date, the Lessee shall endeavor during such period to identify another equity investor to whom it can assign its Beneficial Interest. If the Lessee identifies an equity investor, the Lessee shall assign its interest in the Lessor's Trust Estate as provided above. In case of any such conveyance (but subject to the satisfaction of the conditions precedent specified hereinin an amendment hereto), the Indenture Trustee shall release the Debt Portion or such lesser amount as may then be held in the Collateral Account for application to the payments contemplated in the last sentence of Section 3.02(a) hereof, subject to the proviso to Section 3.02(a1(d)(i) hereof. For Notwithstanding the foregoing and for the avoidance of doubt, it is understood and agreed that if the Manufacturer Delivery shall have occurred and for any reason other than the failure of the Manufacturer or AVSA to deliver the Aircraft, the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Lessee, the Indenture Trustee and the Pass Through Trustee agree that the Lessee shall purchase assume not later than the Aircraft and assume Determination Date all of the obligations of the Owner Trustee under the Secured Certificates upon satisfaction of the requirements set forth in Section 4.01 Sections 5(a)(vi), (vii)(A) and (B), (viii), (ix), (xi), (xii), (xv), (xvi), (xvii), (xviii), (xx), (xxiii), (xxiv) and (xxv) hereof, as the same may be modified by the provisions of Section 7.11 8(x) hereof and Section 2.13 of the Trust Indenture and as otherwise necessary to reflect Lessee holding title to the Aircraft and a full recourse secured aircraft financing of Lessee. In connection with such assumption, each of the Owner Participant, the Owner Trustee, the Indenture Trustee and Lessee agrees to execute and deliver appropriate documentation permitting Lessee to assume such obligations on the basis of full recourse to Lessee, releasing the Owner Participant and the Owner Trustee from all future obligations in respect of the Secured Certificates and the Trust Indenture and all such other actions as are reasonably necessary to permit such assumption by Lessee. Upon the date Lessee assumes the Secured Certificates, the Indenture Trustee shall release the Debt Portion or such lesser amount as may then be held in the Collateral Account to Lessee.

Postponement of Delivery Date. (a) If no Owner Participant has committed to participate in the transactions contemplated to occur on the Scheduled Delivery Date or if an Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available on the Scheduled Delivery Date in accordance with the terms of Section 3.02 hereof, the Owner Trustee will promptly give each party confirmed facsimile notice thereof and the Lessee shall postpone the Delivery Date to a date not later than the Cut-Off Date. If the no Owner Participant has committed to participate or an Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available in accordance with the terms of Section 3.02 hereof on such postponed Delivery Date, the Lessee shall endeavor during such period to identify another equity investor to whom it can assign its Beneficial Interest. If the Lessee identifies an equity investor, the Lessee shall assign its interest in the Lessor's Estate as provided above. In case of any such conveyance (but subject to the satisfaction of the conditions precedent specified herein), the Indenture Trustee shall release the Debt Portion or such lesser amount as may then be held in the Collateral Account for application to the payments contemplated in the last sentence of Section 3.02(a) hereof, subject to the proviso to Section 3.02(a) hereof. For the avoidance of doubt, it is understood and agreed that if for any reason other than the failure of the Manufacturer or AVSA (A300s only) to deliver the Aircraft, the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Lessee, the Indenture Trustee and the Pass Through Trustee agree that the Lessee shall purchase the Aircraft and assume all of the obligations of the Owner Trustee under the Certificates upon satisfaction of the requirements set forth in Section 4.01 4.02 hereof, as the same may be modified by the provisions of Section 7.11 hereof and as otherwise necessary to reflect a full recourse secured aircraft financing of the Lessee.

Postponement of Delivery Date. (a) If no Owner Participant has committed to participate in the transactions contemplated to occur on the Scheduled Delivery Date or if an Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available on the Scheduled Delivery Date in accordance with the terms of Section 3.02 hereof, the Owner Trustee will promptly give each party confirmed facsimile notice thereof and the Lessee shall postpone the Delivery Date to a date not later than the Cut-Off off Date. If the no Owner Participant has committed to participate or an Owner Participant shall for any reason fail or refuse to make the full amount of its Commitment available in accordance with the terms of Section 3.02 hereof on such postponed Delivery DateDate (in which event the Owner Participant's interest in the Lessor's Estate shall be automatically reconveyed to the Lessee), the Lessee shall endeavor during such period to identify another equity investor to whom it can assign its Beneficial Interest. If the Lessee identifies an equity investor, the Lessee shall assign its interest in the Lessor's Estate as provided above. In case of any such conveyance (or any conveyance by the Lessee to another owner participant on or prior to the Cut-Off Date) (but subject to the satisfaction of the conditions precedent specified herein), the Indenture Trustee shall release the Debt Portion or such lesser amount as may then be held in the Collateral Account for application to the payments contemplated in the last sentence of Section 3.02(a) hereof, subject to the proviso to Section 3.02(a) hereof. For the avoidance of doubt, it If no such equity investor is understood and agreed that identified or if for any reason other than the failure of the Manufacturer or AVSA Seller to deliver the Aircraft, the Lessee does not enter into the Lease and the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Lessee, the Indenture Trustee and the Pass Pass-Through Trustee agree that the Lessee shall purchase the Aircraft and assume all of the obligations of the Owner Trustee under the Certificates upon satisfaction of the requirements set forth in Section 4.01 Sections 4.02 and 7.11(b) (to the extent applicable) hereof, as the same may be modified by the provisions of Section 7.11 hereof and as otherwise necessary to reflect a full recourse secured aircraft financing of the Lessee.

Postponement of Delivery Date. (a) If the Owner Participant shall for any reason fail or refuse to not make the full amount of its Commitment available on the Scheduled Delivery Date when required in accordance with the terms of Section 3.02 hereof, the Owner Trustee will promptly give each party confirmed facsimile notice thereof and the Lessee shall postpone the Delivery Date to for a date period of not more than five (5) Business Days, but in no event later than the Cut-Off Date. If Notwithstanding the foregoing, if for any reason other than the failure of the Manufacturer or AVSA to deliver the Aircraft, the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Indenture Trustee and the Pass Through Trustee agree that either (i) the Lessee shall cause the Owner Participant shall for any reason fail or refuse to assign to another equity investor identified by the Lessee its interest in the Lessor's Estate pursuant to Section 7.03(d) hereof and cause such successor Owner Participant to so close on such transactions, provided that the election contained in this clause (i) may be exercised by the Lessee only if the Owner Participant fails to make the full amount of available its Commitment available in accordance with breach of a signed term sheet or this Agreement or if the terms Lessee is entitled by virtue of Section 3.02 2.04(c) hereof on such postponed Delivery Date, to terminate its commitment to lease the Aircraft from the Owner Trustee or (ii) the Lessee shall endeavor during purchase the Aircraft and assume all of the obligations of the Owner Trustee under the Certificates upon satisfaction of the requirements set forth in Section 4.02 hereof, as the same may be modified by the provisions of Section 7.11 hereof and as otherwise necessary to reflect a full recourse secured aircraft financing of the Lessee. The Lessee agrees to elect either clause (i) or (ii) of the previous sentence if the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date as specified in such period sentence and agrees to identify another equity investor to whom it can assign its Beneficial Interestperform the undertakings associated with such election. If the Lessee identifies an equity investorhas elected clause (i) of the second preceding sentence hereof, the Lessee shall Owner Participant agrees to assign its interest in the Lessor's Estate as provided abovein said clause (i). In case of any such conveyance election (but subject to the satisfaction of the conditions precedent specified herein), the Indenture Trustee shall release the Debt Portion or such lesser amount as may then be held in the Collateral Account for application to the payments contemplated in the last sentence of Section 3.02(a) hereof, subject to the proviso to Section 3.02(a) hereof. For the avoidance of doubt, it is understood and agreed that if for any reason other than the failure of the Manufacturer or AVSA to deliver the Aircraft, the Lessee does not enter into the Lease Supplement with the Owner Trustee on or prior to the Cut-Off Date, the Lessee, the Indenture Trustee and the Pass Through Trustee agree that the Lessee shall purchase the Aircraft and assume all of the obligations of the Owner Trustee under the Certificates upon satisfaction of the requirements set forth in Section 4.01 hereof, as the same may be modified by the provisions of Section 7.11 hereof and as otherwise necessary to reflect a full recourse secured aircraft financing of the Lessee.