Common use of Loss Destruction or Requisition Clause in Contracts

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereon, the Company shall as promptly as practicable (and, in any event, within 15 days after such occurrence) give the Loan Trustee written notice of such Event of Loss, and, within 90 days after such Event of Loss, the Company shall give the Loan Trustee written notice of its election to perform one of the following options (it being agreed that if the Company shall not have given such notice of election within such 90-day period, the Company shall be deemed to have elected to perform the option set forth in the following clause (ii)). The Company may elect either to: (i) on or before the Loss Payment Date (as defined below), substitute, as replacement for the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens (other than Permitted Liens); provided that if the Company shall not perform its obligation to effect such substitution under this clause (i) on or prior to the Loss Payment Date, then the Company shall on the Loss Payment Date redeem the Equipment Notes in full in accordance with Section 2.10; or (ii) on or before the Loss Payment Date, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereon, the Company shall as promptly soon as practicable (and, in any event, within 15 30 days after such occurrencean Event of Loss has occurred) give the notify Loan Trustee written notice of such Event of Loss, and, within 90 days after such Event of Loss, the Company shall give the Loan Trustee written notice of its election to perform one of the following options (it being agreed that if the Company shall has not have given such notice of election within such 90-day period, the Company shall be deemed to have elected to perform the option set forth in the following clause (ii)). The Company may elect either to: (i) substitute, on or before the Loss Payment Date (as defined below), substitute, as replacement for the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens (other than Permitted Liens); provided that if the Company shall has not perform its performed such obligation to effect such substitution under this clause (i) on or prior to the Loss Payment Date, then the Company shall on the Loss Payment Date redeem prepay the Equipment Notes in full in accordance with Section 2.10; or (ii) redeem, on or before the Loss Payment Date, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereon, the Company shall as promptly as practicable forthwith (and, in any event, within 15 days after such occurrence) give the Loan Trustee written notice of such Event of Loss, and, within 90 days after such Event of Loss, the Company shall give the Loan Trustee written notice of its election to perform one of the following options (it being agreed that if the Company shall not have given such notice of election within such 90-day period, the Company shall be deemed to have elected to perform the option set forth in the following clause (ii)). The Company may elect either to: (i) on or before the Loss Payment Date (as defined below), ) substitute, as replacement for the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens (other than Permitted Liens); provided that if the Company shall not perform its obligation to effect such substitution under this clause (i) on or prior to the Loss Payment Date, then the Company shall on the Loss Payment Date redeem prepay the Equipment Notes in full in accordance with Section 2.10; or (ii) on or before the Loss Payment Date, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereon, the Company shall as promptly soon as practicable (and, in any event, within 15 30 days after such occurrencean Event of Loss has occurred) give notify the Loan Trustee written notice of such Event of Loss, and, within 90 days after such Event of Loss, the Company shall give the Loan Trustee written notice of its election to perform one of the following options (it being agreed that if the Company shall has not have given such notice of election within such 90-day period, the Company shall be deemed to have elected to perform the option set forth in the following clause (ii)). The Company may elect either to: (i) substitute, on or before the Loss Payment Date (as defined below), substitute, as replacement for the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens (other than Permitted Liens); provided that if the Company shall not perform its obligation to effect such substitution under this clause (i) on or prior to the Loss Payment Date, then the Company shall on the Loss Payment Date redeem prepay the Equipment Notes in full in accordance with Section 2.10; or (ii) redeem, on or before the Loss Payment Date, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereon, the Company shall as promptly as practicable (and, in any event, within 15 days after such occurrence) give the Loan Trustee written notice of such Event of Loss, and, within 90 days after such Event of Loss, the Company shall give the Loan Trustee written notice of its election to perform one of the following options (it being agreed that if the Company shall not have given such notice of election within such 90-day period, the Company shall be deemed to have elected to perform the option set forth in the following clause (ii)). The Company may elect either to: (i) on or before the Loss Payment Date (as defined below), ) substitute, as replacement for the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens (other than Permitted Liens); provided that if the Company shall not perform its obligation to effect such substitution under this clause (i) on or prior to the Loss Payment Date, then the Company shall on the Loss Payment Date redeem prepay the Equipment Notes in full in accordance with Section 2.10; or (ii) on or before the Loss Payment Date, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereonAirframe, the Company shall as promptly as practicable forthwith (and, and in any event, event within 15 30 days after such occurrence) give the Loan Indenture Trustee written notice of such Event of Loss, and. The Company shall, within 90 60 days after such Event of Lossoccurrence, the Company shall give the Loan Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if the Company shall not have given the Indenture Trustee such notice of election within such 90-day periodelection, the Company shall be deemed to have elected to perform the option set forth identified in the following clause (ii)). The Company may elect either to:): (i) subject to the satisfaction of the closing conditions contained in Section 9.08, on or before a date not more than 180 days after the Loss Payment Date (as defined below), substitute, as replacement for occurrence of the Airframe or Airframe and Engines with respect to which an Event of Loss has occurredLoss, cause a Replacement Airframe Airframe, (together with a the same number of Replacement Engines equal to as the number of Engines, if any, with respect which were subject to which the such Event of Loss occurred), such Replacement Airframe and Replacement Engines Loss) to be owned by subjected to the Company free and clear Lien of all Liens (other than Permitted Liens)this Indenture; provided that that, if the Company shall not perform its obligation to effect such substitution replacement under this clause (i) during the 180-day period of time provided herein, it shall give the Indenture Trustee notice to such effect upon or before the expiration of such period of time and shall promptly pay on or prior the first Business Day next following the thirtieth (30th) day after the date of such notice to the Loss Payment DateIndenture Trustee, then in immediately available funds, the Company shall on the Loss Payment Date redeem the Equipment Notes amount specified in full in accordance with Section 2.10clause (ii) below; or (ii) pay or cause to be paid to the Indenture Trustee in immediately available funds on or before a date specified at least 30 days in advance by the Loss Payment DateCompany, redeem which date shall be a Business Day not more than 180 days after the occurrence of the Event of Loss, an amount equal to in immediately available funds, for distribution to the holders as provided in Section 5.02, an amount equal to the aggregate unpaid principal of the Equipment Notes in full in accordance Notes, together with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior accrued but unpaid interest thereon to the Loss Payment Datedate of payment, plus any other amounts then payable hereunder to the Holders.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereon, the Company shall as promptly soon as practicable (and, in any event, within 15 30 days after such occurrencean Event of Loss has occurred) give notify the Loan Trustee written notice of such Event of Loss, and, within 90 days after such Event of Loss, the Company shall give the Loan Trustee written notice of its election to perform one of the following options (it being agreed that if the Company shall has not have given such notice of election within such 90-day period, the Company shall be deemed to have elected to perform the option set forth in the following clause (ii)). The Company may elect either to: (i) substitute, on or before the Loss Payment Date (as defined below), substitute, as replacement for the Airframe or Airframe and Engines with respect to which an Indenture and Security Agreement (Spirit 2015-1 EETC) [Reg. No.] Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens (other than Permitted Liens); provided that if the Company shall has not perform its performed such obligation to effect such substitution under this clause (i) on or prior to the Loss Payment Date, then the Company shall on the Loss Payment Date redeem the Equipment Notes in full in accordance with Section 2.10; or (ii) redeem, on or before the Loss Payment Date, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.

Loss Destruction or Requisition. (a) Event of Loss with With Respect to the AirframeAirframes. Upon the occurrence of an Event of Loss with respect to the an Airframe or the Airframe and the Engines then installed thereonan Engine, the Company shall as promptly as practicable forthwith (and, and in any event, event within 15 ten (10) days after such occurrence) give the Loan Trustee Collateral Agent written notice of such Event of Loss, and. The Company shall, within 90 twenty (20) days after such the occurrence of an Event of Loss, the Company shall Loss with respect to such Airframe give the Loan Trustee Collateral Agent written notice of its election to perform one of the following options (it being agreed that that, if the Company shall not have given such notice of such election within such 90-20 day period, the Company shall be deemed required to have elected reduce the Total Revolving Commitments pursuant to perform Section 7.5(a)(iii) of the option set forth in the following clause (ii)Credit Agreement). The Company may elect either to: to (i) on reduce the Total Revolving Commitments pursuant to Section 7.5(a)(iii) of the Credit Agreement or before (ii) cause to be subjected to the Loss Payment Date (as defined below), substitute, as Lien of this Mortgage in replacement for thereof not later than the Airframe or Airframe and Engines with respect to which an Business Day next succeeding the 30th day following the occurrence of such Event of Loss has occurredLoss, a Replacement Airframe (together with a the same number of Replacement Engines equal to as the number of Engines, if any, with respect to which installed on such Airframe at the time such Event of Loss occurred), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens (other than except Permitted Liens, to have a value, utility and remaining useful life at least equal to, and to be of a comparable or improved model as, such Airframe and Engines, if any, so replaced, as of the date of the Event of Loss (assuming such Airframes and Engines were in the condition required by the terms hereof); provided that if the Company shall does not perform its obligation to effect such substitution under replacement in accordance with this clause (iSection 3.5(a) on or prior to during the Loss Payment Dateperiod of time provided herein, then the Company shall reduce the Total Revolving Commitments pursuant to Section 7.5(a)(iii) of the Credit Agreement on the Loss Payment Date redeem Business Day next succeeding the Equipment Notes in full in accordance with Section 2.10; or (ii) on or before 30th day following the Loss Payment Date, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Dateoccurrence of such Event of Loss.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. ------------------------------------------ Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereonAirframe, the Company Lessee shall as promptly as practicable forthwith (and, and in any event, event within 15 10 days after such occurrence) give the Loan Lessor, the Owner Participant, each Noteholder and the Indenture Trustee written notice of such Event of Loss, and. The Lessee shall, within 90 60 days after such Event of Lossoccurrence, give the Lessor, the Company shall give Owner Participant, each Noteholder and the Loan Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if the Company Lessee shall not have given the Lessor such notice of election within such 90-day periodelection, the Company Lessee shall be deemed to have elected to perform the option set forth identified in the following clause (ii)). The Company may elect either to:): (i) on or before subject to the Loss Payment Date (as defined belowsatisfaction of the conditions contained in Section 8(d), substituteon a date not more than 180 days after the occurrence of the Event of Loss (or, as if earlier, the last day of the Term), convey or cause to be conveyed to the Lessor, and to be leased by the Lessee hereunder in replacement for of the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred, a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, which were subject to such Event of Loss), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens except Permitted Liens not of record and to have a remaining useful life, estimated residual value, value and utility at least equal to the Airframe and Engines, if any, so replaced (other than Permitted Liens)assuming such Airframe and Engines were in the condition and repair required by the terms hereof) and to be an airframe that is the same model and same or later vintage as the Airframe to be replaced thereby, or an improved model; provided that that, if -------- ---- the Company Lessee shall not perform its obligation to effect such substitution replacement under this clause (i) during the 180-day period of time provided herein (or, if earlier, the last day of the Term), it shall give the Lessor, the Owner Participant and the Indenture Trustee notice to such effect upon or before the expiration of such period of time and shall promptly pay on or prior the first Termination Date next following the thirtieth (30th) day after the date of such notice to the Loss Payment DateLessor (or, then if earlier, the Company shall on last day of the Loss Payment Date redeem Term), in immediately available funds, the Equipment Notes amount specified in full in accordance with Section 2.10clause (ii) below; or (ii) pay or cause to be paid to the Lessor in immediately available funds, on a date specified at least 30 days in advance by the Lessee, which date shall be a Termination Date not more than 180 days after the occurrence of the Event of Loss, an amount equal to (A) the Basic Rent, if any, payable on such Termination Date, together with all unpaid Basic Rent, if any, payable before such Termination Date plus (B) all unpaid Supplemental Rent (other than Termination Value) due on or before the Loss Payment Datesuch payment date, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.plus

Loss Destruction or Requisition. (a) Event of Loss with With Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereonAirframe, the Company Owner shall as promptly as practicable (and, and in any event, event within 15 days after such occurrence) give the Loan Trustee Mortgagee written notice of such Event of Loss, and. The Owner shall, within 90 45 days after such Event of Lossoccurrence, the Company shall give the Loan Trustee Mortgagee written notice of its Owner's election to perform one either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of the following options such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if the Company Owner shall not have given the Mortgagee such notice of such election within such 90-day the above specified time period, the Company Owner shall be deemed to have elected to perform the option set forth make payment in the following clause (iirespect of such Event of Loss as provided under Section 4.05(a)(ii)). The Company may elect either to:): (i) on or before if Owner elects to replace the Loss Payment Date (as defined belowAirframe, Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), substituteas promptly as possible and in any event within 120 days after the occurrence of such Event of Loss, as cause to be subjected to the Lien of this Trust Indenture, in replacement for of the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, 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 owned by the Company free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (other than Permitted Lienswithout regard to hours or cycles 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 Trust Indenture); provided that if the Company Owner shall not perform its obligation to effect such substitution replacement under this clause (i) on or prior during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the Loss Payment Date, then the Company shall on the Loss Payment Date redeem the Equipment Notes time frame specified in full in accordance with Section 2.10clause (ii) below; or (ii) if Owner elects to make a payment in respect of such Event of Loss of the Airframe, Owner shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes in accordance with Section 2.10 hereof 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 Payment Datewith respect to an Airframe or within 60 days of such Event of Loss with respect to any Engine, redeem and (y) the Equipment Notes fourth Business 2002 EETC - Mortgage (Owned) (10) Day following the receipt of insurance proceeds with respect to such Event of Loss (but in full in accordance with any event not earlier than the date of Owner's election under Section 2.10. The Company shall give 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, the Loan Trustee 20 days prior written notice if it elects to redeem Mortgagee shall, at the Equipment Notes on any day prior cost and expense of the Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Loss Payment DateOwner all documents and instruments as the Owner may reasonably request to evidence such release.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. ------------------------------------------ Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereonAirframe, the Company Lessee shall as promptly as practicable forthwith (and, and in any event, event within 15 days 5 Business Days after such occurrence) give the Loan Trustee written Lessor notice of such Event of Loss, and. The Lessee shall, within 90 60 days after such Event of Lossoccurrence, the Company shall give the Loan Trustee Lessor written notice of its election to perform one of the following options (it being agreed that if the Company Lessee shall not have given the Lessor such notice of election within such 90-day periodelection, the Company Lessee shall be deemed to have elected to perform the option set forth identified in the following clause (ii)). The Company may elect either to:): (i) on or before subject to the Loss Payment Date (as defined belowsatisfaction of the conditions contained in Section 8(d), substituteon a date not more than 180 days after the occurrence of the Event of Loss (or, as if earlier, the last day of the Term), convey or cause to be conveyed to the Lessor, and to be leased by the Lessee hereunder in replacement for of the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred, a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, which were subject to such Event of Loss), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens except Permitted Liens and to have a remaining useful life, estimated residual value, value and utility at least equal to the Airframe and Engines, if any, so replaced (other than Permitted Liens)assuming such Airframe and Engines were in the condition and repair required by the terms hereof) and to be an airframe that is the same model and same or later vint age as the Airframe to be replaced thereby, or an improved model; provided that that, if the Company Lessee shall not perform -------- ---- its obligation to effect such substitution replacement under this clause (i) during the 180-day period of time provided herein (or, if earlier, the last day of the Term), it shall give the Lessor notice to such effect upon or before the expiration of such period of time and shall promptly pay on or the first Termination Date next following the thirtieth (30th) day after the date of such notice to the Lessor (or, if earlier, the last day of the Term), in immediately available funds, the amount specified in clause (ii) below; and provided further, that in the event the -------- ------- Lessor is not, prior to the 90/th/ day following such Event of Loss, holding the proceeds of insurance paid to the Lessor (as loss payee) as a result of such Event of Loss Payment Datein an amount at least equal to the applicable Termination Value, then the Company Lessee shall on provide collateral (in a form reasonably acceptable to the Loss Payment Date redeem Lessor) in such amount (or if such insurance proceeds are being so held at such time by the Equipment Notes Lessor but are in full an amount less than Termination Value, in accordance with the amount of such deficiency) to the Lessor, which collateral shall be released to the Lessee upon the earlier of (x) performance by the Lessee of its obligations under this Section 2.108(a) or (y) the proceeds of such insurance in such required amount being paid to Lessor (as loss payee pursuant to Section 9); or (ii) pay or cause to be paid to the Lessor in immediately available funds, on a date which shall be a Termination Date not more than 180 days after the occurrence of the Event of Loss, an amount equal to (A) the arrears portion, if any, of Basic Rent payable on such Termination Date, together with all unpaid Basic Rent, if any, payable before such Termination Date plus (B) all unpaid Supplemental Rent (other than Termination Value) due on or before such payment date, plus (C) the Loss Payment DateTermination Value for the Aircraft determined as of such Termination Date or, redeem if such Termination Date is beyond the Equipment Notes end of the Term, the Termination Value as of the last Termination Date of the Term plus (D) all out-of-pocket expenses (including reasonable attorneys' fees) incurred by the Lessor in full in accordance connection with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Datesuch Event of Loss.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereon, the Company shall as promptly as practicable (and, in any event, within 15 days after such occurrence) give the Loan Trustee written notice of such Event of Loss, and, within 90 days after such Event of Loss, the Company shall give the Loan Trustee written notice of its election to perform one of the following options (it being agreed that if the Company shall not have given such notice of election within such 90-day period, the Company shall be deemed to have elected to perform the option set forth in the following clause (ii)). The Company may elect either to: (i) on or before the Loss Payment Date (as defined below), substitute, as replacement for the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens (other than Permitted Liens); provided that if the Company shall not perform its obligation to effect such substitution under this clause (i) on or prior to the Loss Payment Date, then the Company shall on the Loss Payment Date redeem the Equipment Notes in full in accordance with Section 2.10; or or (ii) on or before the Loss Payment Date, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.

Loss Destruction or Requisition. (a) Event of Loss with With Respect to the an Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereonan Airframe, the Company shall as promptly as practicable (and, and in any event, event within 15 days after such occurrence) give the Loan Trustee Collateral Agent written notice of such Event of Loss, and. The Company shall, within 90 30 days after such Event of Lossoccurrence, the Company shall give the Loan Trustee Collateral Agent written notice of its Company’s election to perform one either replace such Airframe as provided under Section 3.05(a)(i) or to make payment in respect of the following options such Event of Loss as provided under Section 3.05(a)(ii) (it being agreed that if the Company shall not have given the Collateral Agent such notice of such election within such 90-day the above specified time period, the Company shall be deemed to have elected to perform the option set forth make payment in the following clause (iirespect of such Event of Loss as provided under Section 3.05(a)(ii)). The Company may elect either to:): (i) on or before if Company elects to replace an Airframe, the Loss Payment Date Company shall, subject to (as defined belowx) 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 3.05(c), substitute, as replacement for promptly as possible and in any event within 60 days after the Airframe or Airframe and Engines with respect to which an occurrence of such Event of Loss has occurredLoss, a Replacement Airframe (together with a number of Replacement Engines equal cause to be subjected to the number Lien of Enginesthis C Mortgage, if any, in replacement of such Airframe with respect to which the Event of Loss occurred, a Replacement Airframe and, if any Engine shall have been installed on such Airframe when it suffered the Event of Loss, a Replacement Engine therefore (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 owned by the Company free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (other than Permitted Lienswithout regard to hours or cycles 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 Company shall not perform its obligation to effect such substitution replacement under this clause (i) on or prior during the 60-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the Loss Payment Date, then the Company shall on the Loss Payment Date redeem the Equipment Notes time frame specified in full in accordance with Section 2.10clause (ii) below; or (ii) if the Company elects to make a payment in respect of such Event of Loss of an Airframe, the Company shall make a payment to the 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 the Indenture) and in accordance with the Indenture on a date on or before the Business Day next following the earlier of (x) the 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 Payment Date, redeem (but in any event not earlier than the Equipment Notes in full in accordance with date of Company’s election under Section 2.103.05(a) to make payment under this Section 3.05 (a)(ii)). The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date.[C Mortgage and Security Agreement]

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. ------------------------------------------ Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines and/or engines then installed thereon, the Company Lessee shall as promptly as practicable forthwith (and, and in any event, event within 15 days after such occurrence) give the Loan Lessor, the Owner Participant and the Indenture Trustee written notice of such Event of Loss, and. The Lessee shall, within 90 60 days after such Event of Lossoccurrence, give the Lessor, the Company shall give Owner Participant and the Loan Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if the Company Lessee shall not have given the Lessor such notice of election within such 90-day periodelection, the Company Lessee shall be deemed to have elected to perform the option set forth identified in the following clause (ii)). The Company may elect either to:): (i) on or before subject to the Loss Payment Date (as defined belowsatisfaction of the conditions contained in Section 8(d), substituteon a date not more than 180 days after the occurrence of the Event of Loss (or, as if earlier, the last day of the Term), convey or cause to be conveyed to the Lessor, and to be leased by the Lessee hereunder in replacement for of the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred, a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, which were subject to such Event of Loss), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens except Permitted Liens and to have a remaining useful life, estimated residual value, value and utility at least equal to the Airframe and Engines, if any, so replaced (other than Permitted Liens)assuming such Airframe and Engines were in the condition and repair required by the terms hereof) and to be an airframe that is the same model and same or later vintage as the Airframe to be replaced thereby, or an improved model; provided that that, if the Company Lessee -------- ---- shall not perform its obligation to effect such substitution replacement under this clause (i) during the 180-day period of time provided herein (or, if earlier, the last day of the Term), it shall give the Lessor, the Owner Participant and the Indenture Trustee notice to such effect upon or before the expiration of such period of time and shall promptly pay on or prior the first Termination Date next following the date of such notice to the Loss Payment DateLessor (or, then if earlier, the Company shall on last day of the Loss Payment Date redeem Term), in immediately available funds, the Equipment Notes amount specified in full in accordance with Section 2.10clause (ii) below; or (ii) pay or cause to be paid to the Lessor in immediately available funds, on a date specified at least 30 days in advance by the Lessee, which date shall be a Termination Date not more than 150 days after the occurrence of the Event of Loss or, if earlier, the first Termination Date which occurs more than 3 Business Days following the payment of insurance proceeds, an amount equal to (A) the arrears portion, if any, of Basic Rent payable on such Termination Date, together with all unpaid Basic Rent, if any, payable before such Termination Date plus (B) all unpaid Supplemental Rent (other than Termination Value) due on or before such payment date, plus (C) the Loss Payment DateTermination Value for the Aircraft determined as of such Termination Date or, redeem if such Termination Date is beyond the Equipment Notes in full in accordance with Section 2.10. The Company shall give end of the Term, the Termination Value as of the last Termination Date of the Term plus (D) all reasonable out-of-pocket expenses (including reasonable attorneys' fees) incurred by the Lessor, the Owner Participant, the Indenture Trustee or the Loan Trustee 20 days prior written notice Participant in connection with such Event of Loss plus (E) if it elects to redeem such Termination Date is beyond the Equipment Notes end of the Term, interest on any day prior the amount of such payment, at a rate per annum equal to the Loss Payment TV Rate identified on Exhibit B, for the period from and including the last day of the Term to but excluding such Termination Date.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. ------------------------------------------ Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereonAirframe, the Company Lessee shall as promptly as practicable forthwith (and, and in any event, event within 15 days after such occurrence) give the Loan Trustee written Lessor and the Owner Participant notice of such Event of Loss, and. The Lessee shall, within 90 45 days after such Event of Lossoccurrence, the Company shall give the Loan Trustee Lessor and the Owner Participant written notice of its election to perform one of the following options (it being agreed that if the Company Lessee shall not have given the Lessor such notice of election within such 90-day periodelection, the Company Lessee shall be deemed to have elected to perform the option set forth identified in the following clause (ii)). The Company may elect either to:): (i) on or before subject to the Loss Payment Date (as defined belowsatisfaction of the conditions contained in Section 8(d), substituteon a date not more than 180 days after the occurrence of the Event of Loss (or, as if earlier, the last day of the Term), convey or cause to be conveyed to the Lessor, and to be leased by the Lessee hereunder in replacement for of the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred, a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, which were subject to such Event of Loss), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens except Permitted Liens and to have a remaining useful life, estimated residual value, value and utility at least equal to the Airframe and Engines, if any, so replaced (other than Permitted Liens)assuming such Airframe and Engines were in the condition and repair required by the terms hereof) and to be an airframe that is the same model and same or later vintage as the Airframe to be replaced thereby, or an improved model; provided that that, if the Company Lessee shall not perform -------- ---- its obligation to effect such substitution replacement under this clause (i) during the 180-day period of time provided herein (or, if earlier, the last day of the Term), it shall give the Lessor and the Owner Participant notice to such effect upon or before the expiration of such period of time and shall promptly pay on or prior the first Termination Date next following the thirtieth (30th) day after the date of such notice to the Loss Payment DateLessor (or, then if earlier, the Company shall on last day of the Loss Payment Date redeem Term), in immediately available funds, the Equipment Notes amount specified in full in accordance with Section 2.10clause (ii) below; or (ii) pay or cause to be paid to the Lessor in immediately available funds, on a Termination Date falling on the earlier of 120 days after the occurrence of the Event of Loss and 3 Business Days after receipt of insurance proceeds in an amount equal to the Termination Value for the Aircraft determined as of such Termination Date, an amount equal to (A) the arrears portion, if any, of Basic Rent payable on such Termination Date, together with all unpaid Basic Rent, if any, payable before such Termination Date plus (B) all unpaid Supplemental Rent (other than Termination Value) due on or before such payment date, plus (C) the Loss Payment DateTermination Value for the Aircraft determined as of such Termination Date or, redeem if such Termination Date is beyond the Equipment Notes end of the Term, the Termination Value as of the last Termination Date of the Term plus (D) all reasonable out-of-pocket expenses (including reasonable attorneys' fees) incurred by the Lessor or the Owner Participant in full in accordance connection with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Datesuch Event of Loss.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. ------------------------------------------ Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereonAirframe, the Company Lessee shall as promptly as practicable forthwith (and, and in any event, event within 15 days after such occurrence) give the Loan Lessor, the Owner Participant and the Indenture Trustee written notice of such Event of Loss, and. The Lessee shall, within 90 60 days after such Event of Lossoccurrence, give the Lessor, the Company shall give Owner Participant and the Loan Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if the Company Lessee shall not have given the Lessor such notice of election within such 90-day periodelection, the Company Lessee shall be deemed to have elected to perform the option set forth identified in the following clause (ii)). The Company may elect either to:): (i) on or before subject to the Loss Payment Date (as defined belowsatisfaction of the conditions contained in Section 8(d), substituteon a date not more than 180 days after the occurrence of the Event of Loss (or, as if earlier, the last day of the Term), convey or cause to be conveyed to the Lessor, and to be leased by the Lessee hereunder in replacement for of the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred, a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, which were subject to such Event of Loss), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens except Permitted Liens and to have a remaining useful life, estimated residual value, value and utility at least equal to the Airframe and Engines, if any, so replaced (other than Permitted Liens)assuming such Airframe and Engines were in the condition and repair required by the terms hereof) and to be an airframe that is the same model and same or later vintage as the Airframe to be replaced thereby, or an improved model; provided that that, if the Company Lessee shall not perform -------- ---- its obligation to effect such substitution replacement under this clause (i) during the 180-day period of time provided herein (or, if earlier, the last day of the Term), it shall give the Lessor, the Owner Participant and the Indenture Trustee notice to such effect upon or before the expiration of such period of time and shall promptly pay on or prior the first Termination Date next following the thirtieth (30th) day after the date of such notice to the Loss Payment DateLessor (or, then if earlier, the Company shall on last day of the Loss Payment Date redeem Term), in immediately available funds, the Equipment Notes amount specified in full in accordance with Section 2.10clause (ii) below; or (ii) pay or cause to be paid to the Lessor in immediately available funds, on a date specified at least 30 days in advance by the Lessee, which date shall be a Termination Date not more than 180 days after the occurrence of the Event of Loss, an amount equal to (A) if such Termination Date is a Basic Rent Payment Date during the Basic Term, the portion, if any, of Basic Rent payable on such Termination Date that is specified in column (3) of Exhibit C-1 as allocable to the Allocation Period ending on such Termination Date plus (B) if such Termination Date is a Basic Rent Payment Date during a Renewal Term, the Basic Rent payable on such Termination Date, plus (C) all unpaid Basic Rent, if any, payable before such Termination Date plus (D) all unpaid Supplemental Rent (other than Termination Value) due on or before the Loss Payment such Termination Date, redeem plus (E) the Equipment Notes Termination Value for the Aircraft determined as of such Termination Date or, if such Termination Date is beyond the end of the Term, the Termination Value as of the last Termination Date of the Term plus (F) all reasonable out-of-pocket expenses (including reasonable attorneys' fees) incurred by the Lessor or the Owner Participant in full in accordance connection with Section 2.10. The Company shall give such Event of Loss plus (G) if such Termination Date is beyond the Loan Trustee 20 days prior written notice if it elects to redeem end of the Equipment Notes Term, interest on any day prior the amount of such payment, at a rate per annum equal to the Loss Payment TV Rate identified on Exhibit B, for the period from and including the last day of the Term to but excluding such Termination Date.

Loss Destruction or Requisition. (a) Event of Loss with With Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereonAirframe, the Company Owner shall as promptly as practicable (and, and in any event, event within 15 fifteen (15) days after such occurrence) give the Loan Indenture Trustee written notice of such Event of Loss, and. The Owner shall, within 90 forty-five (45) days after such Event of Lossoccurrence, the Company shall give the Loan Indenture Trustee written notice of its the Owner’s election to perform one either replace the Airframe as provided under Section 4.05(a)(i) or to make payment in respect of the following options such Event of Loss as provided under Section 4.05(a)(ii) (it being agreed that if the Company Owner shall not have given the Indenture Trustee such notice of such election within such 90-day the above specified time period, the Company Owner shall be deemed to have elected to perform the option set forth make payment in the following clause (iirespect of such Event of Loss as provided under Section 4.05(a)(ii)). The Company may elect either to:): (i) on or before if the Loss Payment Date (as defined belowOwner elects to replace the Airframe, the Owner shall, subject to the satisfaction of the conditions contained in Section 4.05(c), substituteas promptly as possible and in any event within one hundred and twenty (120) days after the occurrence of such Event of Loss, as cause to be subjected to the Lien of this Trust Indenture, in replacement for of the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, 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 owned by the Company free and clear of all Liens except Permitted Liens and to have a value, utility and remaining useful life (other than Permitted Lienswithout regard to hours or cycles 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 Trust Indenture); provided that if the Company Owner shall not perform its obligation to effect such substitution replacement under this clause (i) on or prior during the 120-day period of time provided herein, it shall pay the amounts required to be paid pursuant to and within the Loss Payment Date, then the Company shall on the Loss Payment Date redeem the Equipment Notes time frame specified in full in accordance with Section 2.10clause (ii) below; or (ii) if the Owner elects to make a payment in respect of such Event of Loss of the Airframe, the Owner shall make a payment to the Indenture Trustee for purposes of redeeming Equipment Notes in accordance with Section 2.09 hereof on a date on or before the Business Day next following the earlier of (x) the one hundred and twentieth (120)th day following the date of the occurrence of such Event of Loss, and (y) the fourth (4th) Business Day following the receipt of insurance proceeds with respect to such Event of Loss Payment Date(but in any event not earlier than the date of the Owner’s election under Section 4.05(a) to make payment under this Section 4.05 (a)(ii)); and upon such payment and payment of all other Secured Obligations then due and payable, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give Indenture Trustee shall, at the Loan Trustee 20 days prior written notice if it elects to redeem cost and expense of the Equipment Notes on any day prior Owner, release from the Lien of this Trust Indenture the Airframe and the Engines, by executing and delivering to the Loss Payment DateOwner all documents and instruments as the Owner may reasonably request to evidence such release.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. ------------------------------------------ Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereonAirframe, the Company Lessee shall as promptly as practicable forthwith (and, and in any event, event within 15 30 days after such occurrence) give the Loan Lessor and the Indenture Trustee written notice of such Event of Loss, and. The Lessee shall, within 90 60 days after such Event of Lossoccurrence, the Company shall give the Loan Lessor and the Indenture Trustee written notice of its election to perform one of the following options (it being agreed that if the Company Lessee shall not have given the Lessor such notice of election within such 90-day periodelection, the Company Lessee shall be deemed to have elected to perform the option set forth identified in the following clause (ii)). The Company may elect either to:): (i) on or before subject to the Loss Payment Date (as defined belowsatisfaction of the conditions contained in Section 8(d), substituteon a date not more than 180 days after the occurrence of the Event of Loss, as convey or cause to be conveyed to the Lessor, and to be leased by the Lessee hereunder in replacement for of the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred, a Replacement Airframe (together with the same number of Replacement Engines as the number of Engines, if any, which were subject to such Event of Loss), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens except Permitted Liens and to have a value and utility at least equal to the Airframe and Engines, if any, so replaced (other than Permitted Liensassuming such Airframe and Engines were in the condition and repair required by the terms hereof); provided that -------- that, if the Company Lessee shall not perform its obligation to effect ---- such substitution replacement under this clause (i) on during the 180-day period of time provided herein, it shall give the Lessor and the Indenture Trustee notice to such effect upon or prior to before the Loss Payment Date, then the Company expiration of such period of time and shall promptly pay on the first Loss Payment Date redeem next following the Equipment Notes thirtieth (30th) day after the date of such notice to the Lessor, in full immediately available funds, the amount specified in accordance with Section 2.10clause (ii) below; or (ii) pay or cause to be paid to the Lessor in immediately available funds on a date specified at least 30 days in advance by the Lessee, which date shall be a Termination Date not more than 180 days after the occurrence of the Event of Loss, an amount equal to (A) the arrears portion, if any, of Basic Rent payable on such Termination Date, or if such Termination Date is not a date on which Basic Rent is payable, a pro-rata portion (pro-rated daily) of the arrears portion, if any, of Basic Rent payable on the next succeeding date on which Basic Rent is payable, together with all unpaid Termination or Basic Rent, if any, payable before such payment date plus (B) all unpaid Supplemental Rent (other than Value) due on or before such payment date, plus (C) the Loss Payment DateTermination Value for the Aircraft determined as of the date of payment or, redeem if such date of payment is beyond the Equipment Notes in full in accordance with Section 2.10. The Company shall give end of the Loan Trustee 20 days prior written notice if it elects to redeem Term, the Equipment Notes on any day prior to Termination Value as of the Loss Payment Datelast Termination Date of the Term.

Loss Destruction or Requisition. (a) Event of Loss with Respect to the Airframe. Upon the occurrence of an Event of Loss with respect to the Airframe or the Airframe and the Engines then installed thereon, the Company shall as promptly as practicable forthwith (and, in any event, within 15 days after such occurrence) give the Loan Trustee written notice of such Event of Loss, and, within 90 days after such Event of Loss, the Company shall give the Loan Trustee written notice of its election to perform one of the following options (it being agreed that if the Company shall not have given such notice of election within such 90-day period, the Company shall be deemed to have elected to perform the option set forth in the following clause (ii)). The Company may elect either to: (i) on or before the Loss Payment Date (as defined below), ) substitute, as replacement for the Airframe or Airframe and Engines with respect to which an Event of Loss has occurred, a Replacement Airframe (together with a number of Replacement Engines equal to the number of Engines, if any, with respect to which the Event of Loss occurred), such Replacement Airframe and Replacement Engines to be owned by the Company free and clear of all Liens (other than Permitted Liens); provided that if the Company shall not perform its obligation to effect such substitution under this clause (i) on or prior to the Loss Payment Date, then the Company shall on the Loss Payment Date redeem prepay the Equipment Notes in full in accordance with Section 2.10; or (ii) on or before the Loss Payment Date, redeem the Equipment Notes in full in accordance with Section 2.10. The Company shall give the Loan Trustee 20 days prior written notice if it elects to redeem the Equipment Notes on any day prior to the Loss Payment Date. The "Loss Payment Date" with respect to an Event of Loss means the Business Day next succeeding the 120th day following the date of occurrence of such Event of Loss. If the Company elects to substitute a Replacement Airframe (or a Replacement Airframe and one or more Replacement Engines, as the case may be) the Company shall, at its sole expense, not later than the Loss Payment Date, (A) cause an Indenture Supplement for such Replacement Airframe and Replacement Engines, if any, to be delivered to the Loan Trustee for execution and, upon such execution, to be filed for recordation pursuant to the Transportation Code or the applicable laws of such other jurisdiction in which the Aircraft may then be registered, (B) cause a financing statement or statements with respect to the Replacement Airframe and Replacement Engines, if any, or other requisite documents or instruments to be filed in such place or places as necessary in order to perfect the Loan Trustee's interest therein in the United States, or in any other jurisdiction in which the Aircraft may then be registered, (C) furnish the Loan Trustee with an opinion of the Company's counsel (which may be the Company's General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee to the effect that upon such replacement, such Replacement Airframe and Replacement Engines, if any, will be subject to the Lien of this Indenture and addressing the matters set forth in clauses (A) and (B), (D) furnish the Loan Trustee with a certificate of an independent aircraft engineer or appraiser, certifying that the Replacement Airframe and Replacement Engines, if any, have a value and utility at least equal to the Airframe and Engines, if any, so replaced, assuming the Airframe and such Engines were in the condition and repair required by the terms hereof immediately prior to the occurrence of such Event of Loss, (E) furnish the Loan Trustee with evidence of compliance with the insurance provisions of Section 7.06 with respect to such Replacement Airframe and Replacement Engines, if any, and (F) furnish the Loan Trustee with an opinion of the Company's counsel (which may be the Company's General Counsel or such other internal counsel of the Company as shall be reasonably satisfactory to the Loan Trustee) to the effect that the Loan Trustee will be entitled to the benefits of Section 1110 with respect to the Replacement Airframe, provided that (i) such opinion need not be delivered to the extent that the benefits of Section 1110 were not, by reason of a change in law or governmental or judicial interpretation thereof, available to the Loan Trustee with respect to the Aircraft immediately prior to such substitution and (ii) such opinion may contain qualifications and assumptions of the tenor contained in the opinion of the Company's counsel delivered pursuant to Section 3.01 of the Participation Agreement on the Closing Date and such other qualifications and assumptions as shall at the time be customary in opinions rendered in comparable circumstances. In the case of each Replacement Airframe or Replacement Airframe and one or more Replacement Engines subjected to the Lien of this Indenture under this Section 7.05(a), promptly upon the recordation of the Indenture Supplement covering such 50 Replacement Airframe and Replacement Engines, if any, pursuant to the Transportation Code (or pursuant to the applicable law of such other jurisdiction in which such Replacement Airframe and Replacement Engines, if any, are registered), the Company will cause to be delivered to the Loan Trustee a favorable opinion of the Company's counsel (which may be the Company's General Counsel or such other internal counsel to the Company as shall be reasonably satisfactory to the Loan Trustee) addressed to the Loan Trustee as to the due registration of such Replacement Aircraft and the due recordation of such Indenture Supplement or such other requisite documents or instruments and the validity and perfection of the security interest in the Replacement Aircraft granted to the Loan Trustee under this Indenture. For all purposes hereof, upon the attachment of the Lien of this Indenture thereto, the Replacement Aircraft and Replacement Engines, if any, shall become part of the Collateral, the Replacement Airframe shall be deemed an "Airframe" as defined herein, and each such Replacement Engine shall be deemed an "Engine" as defined herein. Upon compliance with clauses (A) through (F) of the second preceding paragraph, the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing such replaced Airframe and Engines (if any) installed thereon at the time such Event of Loss occurred, all proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of such replaced Airframe and Engines (if any) and all rights relating to the foregoing, from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of the Airframe and Engines arising from the Event of Loss. In the event that, after an Event of Loss, the Company performs the option set forth in clause (ii) of the first paragraph of this Section 7.05(a), the Loan Trustee shall execute and deliver to the Company an appropriate instrument releasing the Aircraft, all proceeds (including, without limitation, insurance proceeds), the Warranty Rights in respect of the Aircraft and all rights relating to the foregoing from the Lien of this Indenture and assigning to the Company all claims against third Persons for damage to or loss of the Aircraft arising from the Event of Loss.