Common use of Event of Loss with Respect to an Airframe Clause in Contracts

Event of Loss with Respect to an Airframe. Upon the occurrence of an Event of Loss with respect to an Airframe, the Owner shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall, within 45 days after such occurrence, and subject to any restriction on such replacement in the Loan Agreement, give the Mortgagee written notice of Owner’s election to either replace such Airframe as provided under Section 2.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 2.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 2.05(a)(ii)): (i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 2.05(c), as promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this Mortgage, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value and utility (without regard to hours or cycles) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Mortgage); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or (ii) if Owner elects to make a payment in respect of such Event of Loss of an Airframe, Owner shall make a payment to the Mortgagee for purposes of prepaying the Loans in accordance with Section 2.09 of the Credit Agreement on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 2.05(a) to make payment under this Section 2.05(a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Mortgage the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.

Event of Loss with Respect to an Airframe. Upon the occurrence of an Event of Loss with respect to an Airframe, the Owner Company shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee Collateral Agent written notice of such Event of Loss. The Owner Company shall, within 45 30 days after such occurrence, and subject to any restriction on such replacement in the Loan Agreement, give the Mortgagee Collateral Agent written notice of OwnerCompany’s election to either replace such Airframe as provided under Section 2.05(a)(i3.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 2.05(a)(ii3.05(a)(ii) (it being agreed that if Owner Company shall not have given the Mortgagee Collateral Agent such notice of such election within the above specified time period, the Owner Company shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 2.05(a)(ii3.05(a)(ii)): (i) if Owner Company elects to replace the an Airframe, Owner the Company shall, subject to (x) the satisfaction of each of the requirements set forth in Section 4.11 of the Indenture, including, without limitation, each requirement for a Replacement Engine to be Collateral and each of the requirements of Section 4.11(a)(v) and (y) the satisfaction of the conditions contained in Section 2.05(c3.05(c), as promptly as possible and in any event within 120 60 days after the occurrence of such Event of Loss, cause to be subjected to the Lien of this C Mortgage, in replacement of the such Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on the such Airframe when it suffered the Event of Loss, a Replacement Engine therefortherefore (which Replacement Engine shall meet all of the requirements of the fourth sentence of Section 3.04(e)), such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value value, utility and utility remaining useful life (without regard to hours or cyclescycles remaining until the next regular maintenance check) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this C Mortgage); provided that if the Owner Company shall not perform its obligation to effect such replacement under this clause (i) during the 12060-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or (ii) if Owner the Company elects to make a payment in respect of such Event of Loss of an Airframe, Owner the Company shall make a payment to the Mortgagee for purposes Collateral Agent to be held as Cash Collateral subject to (including Sections 4.11(a)(i)(D), 4.11(a)(ii)(C), 4.11(a)(iii)(B) and 4.11(a)(vi) of prepaying the Loans Indenture) and in accordance with Section 2.09 of the Credit Agreement Indenture on a date on or before the Business Day next following the earlier of (x) the 120th 60th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of OwnerCompany’s election under Section 2.05(a3.05(a) to make payment under this Section 2.05(a)(ii3.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Mortgage the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such release.

Event of Loss with Respect to an Airframe. Upon If an Event of Loss occurs (or an event or circumstance which, with the occurrence passage of time, would constitute an Event of Loss with respect to an AirframeAirframe or an Aircraft, the Owner Grantors shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall, within 45 days after such occurrence, and subject to any restriction on such replacement in the Loan Agreement, give the Mortgagee written notice of Owner’s election to either replace such Airframe as provided under Section 2.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 2.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 2.05(a)(ii)): (i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 2.05(c), as promptly as possible and in any event within 120 10 days after the occurrence of such Event of Loss and otherwise in accordance with the Credit Agreement) notify the Collateral Agent thereof and, to the extent required by Section 2.12(a) of the Credit Agreement (all calculations under Section 6.06 of the Credit Agreement to be performed after giving effect to such Event of Loss), deposit within 3 Business Days of receipt all Net Cash Proceeds thereof, if any, received by a Grantor (and not paid directly by an insurer to the Administrative Agent pursuant to a loss payee clause as provided in Section 2.03 hereof) into an account that is maintained with the Administrative Agent pursuant to Section 2.12(a) of the Credit Agreement and subject to a Full Control Agreement. The applicable Grantor may use Net Cash Proceeds held by the Administrative Agent (including Net Cash Proceeds in the form of insurance proceeds paid directly by an insurer to the Administrative Agent as aforesaid) to replace, as soon as reasonably possible, the Airframe or Aircraft which suffered such Event of Loss in accordance with this Section 3.01(a), but subject to the provisions of Section 2.12(a) and any other applicable provisions of the Credit Agreement. Each Grantor’s right to substitute a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, installed on such Airframe at the time such Event of Loss occurred) shall be subject to the fulfillment, at Grantors’ sole cost and expense, of the following conditions precedent: (i) on the date when such Replacement Airframe is subjected to the Lien of this Mortgage, the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect, and an executed counterpart of each thereof shall have been delivered to the Collateral Agent: (A) a Mortgage Supplement covering such Replacement Airframe and each Replacement Engine shall have been duly filed for recordation pursuant to Title 49 or such other applicable law of such jurisdiction other than the United States in which such Replacement Airframe is registered in accordance with Section 2.01(e); (B) an Officer’s Certificate of a Responsible Officer of such Grantor stating that (1) such Replacement Airframe is of at least equal fair market value, utility and remaining useful life (except for maintenance cycle condition) as the Airframe it replaces assuming such Airframe has been maintained in the condition required hereunder, (2) if applicable, each Replacement Engine is of at least equal fair market value, utility and remaining useful life (except for maintenance cycle condition) as the Engine it replaces, assuming such Engine was of the fair market value, utility and remaining useful life (except for maintenance cycle condition) required by the terms of this Mortgage, and (3) each of the conditions specified in this Section 3.01(a) with respect to such Replacement Airframe and any comparable provisions of any Permitted Lease to which such Airframe is subject, as the case may be, have been satisfied; (C) UCC financing statements (and any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Replacement Airframe may be registered and registrations on the International Registry) as are deemed necessary or, by reference to prudent industry practice, desirable by counsel for the Collateral Agent to protect the security interests of the Collateral Agent in such Replacement Airframe and each Replacement Engine shall have been duly filed; and (D) a certificate, reasonably acceptable to the Collateral Agent in form and substance, of either (such selection to be at such Grantor’s option) an aircraft engineer (who may be a regular employee of such Grantor) or qualified independent aircraft appraiser certifying, with respect to such Replacement Airframe to the effect specified in clause (1) of Section 3.01(a)(i)(B) hereof and with respect to such Replacement Engine to the effect specified in clause (2) of Section 3.01(a)(i)(B) (as applicable); (ii) such Grantor shall furnish the Collateral Agent with (A) upon recordation, an opinion of qualified FAA counsel, or if applicable, qualified Opinion of Counsel in the jurisdiction of the relevant Aircraft’s registration addressed to the Collateral Agent as to the due recordation of the Mortgage Supplement as a first priority Lien on the Replacement Airframe and Replacement Engine, if any, and the due registration of the International Interest of the Collateral Agent in such Replacement Airframe and Replacement Engine, if any, as a first priority International Interest therein, and stating that the Replacement Airframe and/or Replacement Engine, is free from Liens of record (except for or with respect to Permitted Encumbrances) and International Interests of record (other than with respect to the Second Lien Aircraft Mortgage), (B) an Opinion of Counsel as to the availability of the benefits of Section 1110 of the Bankruptcy Code to the same extent as for the Airframe and Engines being replaced, and (C) such satisfactory evidence of compliance with the insurance provisions of Section 2.03 hereof with respect to such Replacement Airframe and each Replacement Engine as the Collateral Agent may reasonably request; (iii) such Grantor shall have delivered to the Collateral Agent (A) a copy of the xxxx(s) of sale respecting such Replacement Airframe, each Replacement Engine, if any, or other evidence of a Grantor’s ownership of such Replacement Airframe and each Replacement Engine, reasonably satisfactory to the Collateral Agent and such Grantor shall cause (subject, if necessary, to the consent of the prior owner of the Replacement Airframe and/or Replacement Engine) the sale of the Replacement Airframe and each Replacement Engine effected by such xxxx(s) of sale (or other evidence) to be registered with the International Registry as a sale, and (B) appropriate instruments assigning to the Collateral Agent the benefits, if any, of all manufacturer’s and vendor’s warranties generally available and permitted to be assigned by a Grantor with respect to such Replacement Airframe and each Replacement Engine; and (iv) such Grantor shall have satisfied any additional conditions (not to include the furnishing of an appraisal except as may be required under the Credit Agreement) to replacement as shall reasonably be specified by the Collateral Agent, acting reasonably. For all purposes hereof, each such Replacement Airframe shall be deemed to be subjected to the Lien of this Mortgage, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine Mortgage and shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value and utility (without regard to hours or cycles) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Mortgage); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or (ii) if Owner elects to make a payment in respect of such Event of Loss of deemed an “Airframe, Owner shall make a payment to the Mortgagee for purposes of prepaying the Loans in accordance with Section 2.09 of the Credit Agreement on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss”, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 2.05(a) to make payment under this Section 2.05(a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Mortgage the Airframe and the Engines, by executing and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence shall still cover such releasereplaced Airframe.

Event of Loss with Respect to an Airframe. Upon the occurrence of an Event of Loss (or an event or circumstance which, with the passage of time, would constitute an Event of Loss) with respect to an Airframe, the Owner Grantor shall promptly (and in deposit 100% of all net cash proceeds of any event within 15 days after such occurrence) give insurance claim, indemnity payments or other amounts received therefrom immediately upon receipt thereof into an account that is maintained with the Mortgagee written notice of such Event of LossPaying Agent. The Owner shall, within 45 days after Grantor may use such occurrence, and subject proceeds to any restriction on such replacement in the Loan Agreement, give the Mortgagee written notice of Owner’s election to either replace such Airframe as provided under Section 2.05(a)(i) or to make payment in respect accordance with this Sub-section 3.01(a); provided, that upon the occurrence of such an Event of Loss as provided under Section 2.05(a)(iiDefault prior to such replacement, such proceeds may be applied by the Paying Agent to the prepayment of the Loans in accordance with Sections 2.13(e) (it being agreed that if Owner shall not have given and 11 of the Mortgagee such notice of such election within the above specified time period, the Owner Credit Agreement. The Grantor's right to substitute a Replacement Airframe shall be deemed subject to have elected to make payment in respect the fulfillment, at the Grantor's sole cost and expense, of such Event of Loss as provided under Section 2.05(a)(ii)):the following conditions precedent: (i) if Owner elects on the date when such Replacement Airframe is subjected to replace the Lien of this Mortgage, the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect, and an executed counterpart of each thereof shall have been delivered to the Collateral Agent: (A) a Mortgage Supplement covering such Replacement Airframe shall have been duly filed for recordation pursuant to Title 49 or such other applicable law of such jurisdiction other than the United States in which such Replacement Airframe is to be registered in accordance with Section 2.01(a)(3); and (B) UCC financing statements (and any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Replacement Airframe may be registered) as are deemed necessary or desirable by counsel for the Collateral Agent to protect the security interests of the Collateral Agent in such Replacement Airframe, Owner shall, subject shall have been duly filed; (ii) the Collateral Agent shall have received satisfactory evidence as to the satisfaction compliance with Section 2.03 with respect to such Replacement Airframe; and (iii) the Grantor shall have satisfied any additional conditions to replacement as shall reasonably be specified by the Collateral Agent, acting reasonably (including, without limitation, the delivery of the conditions contained a satisfactory appraisal in Section 2.05(crelation to such Replacement Airframe). For all purposes hereof, as promptly as possible and in any event within 120 days after the occurrence of each such Event of Loss, cause Replacement Airframe shall be deemed to be subjected to the Lien of this Mortgage, in replacement of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine Mortgage and shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of all Liens except Permitted Liens and to have a value and utility (without regard to hours or cycles) at least equal to the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Mortgage); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or (ii) if Owner elects to make a payment in respect of such Event of Loss of deemed an "Airframe, Owner shall make a payment to the Mortgagee for purposes of prepaying the Loans in accordance with Section 2.09 of the Credit Agreement on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss", and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 2.05(a) to make payment under this Section 2.05(a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release from the Lien of this Mortgage the shall still cover such replaced Airframe. Any Replacement Airframe which substitutes for an airframe which prior to such substitution constituted Tranche C Priority Collateral shall constitute Tranche C Priority Collateral. Any Replacement Airframe which substitutes for an airframe which prior to such substitution constituted Tranche A and the Engines, by executing B Priority Collateral shall constitute Tranche A and delivering to the Owner all documents and instruments as the Owner may reasonably request to evidence such releaseB Priority Collateral.

Event of Loss with Respect to an Airframe. Upon the occurrence of If an Event of Loss occurs (or an event or circumstance which, with the passage of time, would constitute an Event of Loss occurs) with respect to an AirframeAirframe or an Aircraft, the Owner Grantors shall promptly (and in any event within 15 days after such occurrence) give the Mortgagee written notice of such Event of Loss. The Owner shall, within 45 days after such occurrence, and subject to any restriction on such replacement in the Loan Agreement, give the Mortgagee written notice of Owner’s election to either replace such Airframe as provided under Section 2.05(a)(i) or to make payment in respect of such Event of Loss as provided under Section 2.05(a)(ii) (it being agreed that if Owner shall not have given the Mortgagee such notice of such election within the above specified time period, the Owner shall be deemed to have elected to make payment in respect of such Event of Loss as provided under Section 2.05(a)(ii)): (i) if Owner elects to replace the Airframe, Owner shall, subject to the satisfaction of the conditions contained in Section 2.05(c), as promptly as possible and in any event within 120 10 days after the occurrence of such Event of Loss or other event or circumstance and otherwise in accordance with the Credit Agreement) notify the Administrative Agent thereof and, to the extent required by Section 2.12(a) of the Credit Agreement (all calculations under Section 6.06 of the Credit Agreement to be performed after giving effect to such Event of Loss), deposit within 3 Business Days of receipt all Net Cash Proceeds thereof, if any, received by a Grantor (and not paid directly by an insurer to the Administrative Agent pursuant to a loss payee clause as provided in Section 2.03 hereof) into an account that is maintained with the Administrative Agent pursuant to Section 2.12(a) of the Credit Agreement and subject to an Account Control Agreement. The applicable Grantor may use Net Cash Proceeds held by the Administrative Agent (including Net Cash Proceeds in the form of insurance proceeds paid directly by an insurer to the Administrative Agent as aforesaid) to replace, as soon as reasonably possible, the Airframe or Aircraft which suffered such Event of Loss in accordance with this Section 3.01(a), but subject to the provisions of Section 2.12(a) and any other applicable provisions of the Credit Agreement. Each Grantor’s right to substitute a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, installed on such Airframe at the time such Event of Loss occurred) shall be subject to the fulfillment, at Grantors’ sole cost and expense, of the following conditions precedent: (i) on the date when such Replacement Airframe is subjected to the Lien of this Mortgage, the following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto and shall be in full force and effect, and an executed counterpart of each thereof shall have been delivered to the Administrative Agent: (A) a Mortgage Supplement covering such Replacement Airframe and each Replacement Engine shall have been duly filed for recordation pursuant to Title 49 or such other applicable law of such jurisdiction other than the United States in which such Replacement Airframe is registered in accordance with Section 2.01(e); (B) an Officer’s Certificate of a Responsible Officer of such Grantor stating that (1) such Replacement Airframe (and any Replacement Engine) constitutes Cure Collateral pursuant to the definition thereof set forth in the Credit Agreement and (2) each of the conditions specified in this Section 3.01(a) with respect to such Replacement Airframe and any comparable provisions of any Permitted Lease to which such Airframe is subject, as the case may be, have been satisfied; and (C) UCC financing statements (and any similar statements or other documents required to be filed or delivered pursuant to the laws of the jurisdiction in which such Replacement Airframe may be registered and registrations on the International Registry) as are deemed necessary or, by reference to prudent industry practice, desirable by counsel for the Administrative Agent to protect the security interests of the Administrative Agent in such Replacement Airframe and each Replacement Engine shall have been duly filed; (ii) such Grantor shall furnish the Administrative Agent with (A) upon recordation, an opinion of qualified FAA counsel, or if applicable, qualified Opinion of Counsel in the jurisdiction of the relevant Aircraft’s registration addressed to the Administrative Agent as to the due recordation of the Mortgage Supplement as a first priority Lien on the Replacement Airframe and Replacement Engine, if any, and the due registration of the International Interest of the Administrative Agent in such Replacement Airframe and Replacement Engine, if any, as a first priority International Interest therein, and stating that the Replacement Airframe and/or Replacement Engine, is free from Liens of record (except for or with respect to Permitted Collateral Liens) and International Interests of record (other than with respect to any Pari Passu Senior Secured Debt or any Junior Secured Debt), (B) an Opinion of Counsel as to the availability of the benefits of Section 1110 of the Bankruptcy Code to the same extent as for the Airframe and Engines being replaced, and (C) such satisfactory evidence of compliance with the insurance provisions of Section 2.03 hereof with respect to such Replacement Airframe and each Replacement Engine as the Administrative Agent may reasonably request; (iii) such Grantor shall have delivered to the Administrative Agent (A) a copy of the xxxx(s) of sale respecting such Replacement Airframe, each Replacement Engine, if any, or other evidence of a Grantor’s ownership of such Replacement Airframe and each Replacement Engine, reasonably satisfactory to the Administrative Agent and such Grantor shall cause (subject, if necessary, to the consent of the prior owner of the Replacement Airframe and/or Replacement Engine) the sale of the Replacement Airframe and each Replacement Engine effected by such xxxx(s) of sale (or other evidence) to be registered with the International Registry as a sale, and (B) appropriate instruments assigning to the Administrative Agent the benefits, if any, of all manufacturer’s and vendor’s warranties generally available and permitted to be assigned by a Grantor with respect to such Replacement Airframe and each Replacement Engine; and (iv) such Grantor shall have satisfied any additional conditions (including the furnishing of an appraisal to the extent required under the Credit Agreement) to replacement as shall reasonably be specified by the Administrative Agent, acting reasonably. For all purposes hereof, each such Replacement Airframe shall be deemed to be subjected to the Lien of this MortgageMortgage and shall be deemed an “Airframe”, and the Lien of this Mortgage shall no longer cover such replaced Airframe. Upon compliance with the foregoing clauses (i) through (iv), (x) such replaced Airframe and Engines (if any), any proceeds (including, without limitation, insurance proceeds) thereof, the Warranty Rights in replacement respect of such replaced Airframe and Engines (if any) and all rights relating to any of the Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine foregoing shall have been installed on the Airframe when it suffered the Event of Loss, a Replacement Engine therefor, such Replacement Airframe and Replacement Engines to be free and clear of the Lien of this Mortgage and of all Liens except Permitted Liens rights and interests of the Administrative Agent (and the other beneficiaries hereof), (y) the Administrative Agent shall execute and deliver to have a value such Grantor such appropriate instrument furnished to it by such Grantor releasing such replaced Airframe and utility Engines (if any), any proceeds (including, without regard to hours or cycleslimitation, insurance proceeds) at least equal to thereof, the Airframe or Engine, as the case may be, to be replaced thereby (assuming that such Airframe or Engine had been maintained in accordance with this Mortgage); provided that if the Owner shall not perform its obligation to effect such replacement under this clause (i) during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the time frame specified in clause (ii) below; or (ii) if Owner elects to make a payment Warranty Rights in respect of such Event of Loss of an Airframe, Owner shall make a payment replaced Engine and all rights relating to the Mortgagee for purposes of prepaying the Loans in accordance with Section 2.09 any of the Credit Agreement on a date on or before the Business Day next following the earlier of (x) the 120th day following the date of the occurrence of such Event of Loss, and (y) the fourth Business Day following the receipt of insurance proceeds with respect to such Event of Loss (but in any event not earlier than the date of Owner’s election under Section 2.05(a) to make payment under this Section 2.05(a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Mortgagee shall, at the cost and expense of the Owner, release foregoing from the Lien of this Mortgage the and assigning to such Grantor all claims against third Persons for damage to or loss of such replaced Airframe and Engines arising from the Engines, Event of Loss and (z) the Administrative Agent will take such actions as may be required to be taken by executing the Administrative Agent to cancel or release any International Interest of the Administrative Agent registered with the International Registry in relation to such replaced Airframe and delivering Engines (if any) with respect to the Owner all documents and instruments as the Owner may reasonably request to evidence which such releaseEvent of Loss occurred.