Common use of Aircraft Liability Insurance Clause in Contracts

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, property damage, and products liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days after

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, injury and property damage, and products damage liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied related perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterafter receipt by such Additional Insured of written notice from such insurers of such cancellation or change, (4) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (5) provide that the insurers shall waive any rights of (x) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and (y) subrogation against the Additional Insureds to the extent that Company has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents, (6) be primary without right of contribution from any other insurance carried by any Additional Insured with respect to its Interests as such in the Aircraft and (7) expressly provide that all of the provisions

Aircraft Liability Insurance. (i) Except as provided in clause (ii‎(ii) of this Section ‎Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section ‎Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, property damage, and products liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each the Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section ‎Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each the Liquidity Provider as their Interests (defined below in this Section ‎Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each the Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterafter issuance to such Additional Insured of written notice from or on behalf of such insurers of such cancellation or change, (4) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (5) provide that the insurers shall waive any rights of (x) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any monies due to the Additional Insureds and (y) subrogation against the Additional Insureds to the extent that Company has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents, (6) be primary without right of contribution from any other insurance carried by any Additional Insured with respect to its Interests as such in the Aircraft and (7) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. “Interests” as used in this ‎Section 7.06(a), in ‎Section 7.06(b), and in ‎Section 7.06(c) with respect to any Person means the interests of such Person in the transactions contemplated by the Operative Documents.

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by Company or such Permitted Lessee, as the case may be, with respect to other similar aircraft operated by Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each the Additional Insured Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company, Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterAdditional

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s 's product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) 's fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraftinsurance; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type covering the same risks as from time to time applicable to aircraft operated by Company (or, if a Lease is then in effect, by the Permitted Lessee) of the same type as the Aircraft, and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee Trustee, Policy Provider and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds insured (the “"Additional Insureds”"), (2B) subject to the conditions condition of clause (3C) below, provide that, in respect of the interest of each the Additional Insured Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) Company and shall insure each the Additional Insured’s Insureds' Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3C) provide that, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee Trustee, Policy Provider and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured for 30 days after(seven days, or such other period as is then generally available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Additional Insured of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and (2) subrogation against the Additional Insureds to the extent that Company has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents, (F) be primary without right of contribution from any other insurance carried by any Additional Insured with respect to its Interests as such in the Aircraft and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. "Interests" as used in this Section 7.06(a) and in Section 7.06(b) with respect to any Person means the interests of such Person in the transactions contemplated by the Operative Documents. In the case of a lease or contract with any government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by any government, a valid agreement by such government to indemnify Company, or an insurance policy issued by such government, against any of the risks that Company is required to insure against hereunder shall be considered adequate insurance for purposes of this Section 7.06

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by Company or such Permitted Lessee, as the case may be, with respect to other similar aircraft operated by Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each the Additional Insured Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company, Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each the Additional Insured’s Insureds’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider (in which case the last sentence of this Section 7.06(a)(i) applies), if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Additional Insured of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and (2) subrogation against the Additional Insureds to the extent that Company or, if applicable, such Permitted Lessee has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents or, if applicable, pursuant to the lease to such Permitted Lessee, (F) be primary without right of contribution from any other insurance that may be carried by each Additional Insured with respect to its Interests as such in the Aircraft and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, if such insurance is canceled for any reason, or if any change is made in except to the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterextent not

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Specified Person of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Specified Persons shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Specified Person of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Specified Persons shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Specified Persons to the extent of any moneys due to the Specified Persons and (2) subrogation against the

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by Company or such Permitted Lessee, as the case may be, with respect to other similar aircraft operated by Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each the Additional Insured Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company, Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each the Additional Insured’s Insureds’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider (in which case the last sentence of this Section 7.06(a)(i) applies), if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Additional Insured of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and (2) subrogation against the Additional Insureds to the extent that Company or, if applicable, such Permitted Lessee has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents or, if applicable, pursuant to the lease to such Permitted Lessee, (F) be

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), subsection (a) and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(dsubsection (c), Company Lessee will carry, or cause to be carried, carried at no expense to Loan Trusteethe Specified Persons, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (Ax) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in CompanyLessee’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) Lessee carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance (including self-insurance specified in subsection (c)) shall not be less than the amount (the “Minimum Insurance Amount”) per occurrence certified in the insurance report delivered to Loan Trustee and each Liquidity Provider Lessor on the Closing DateDelivery Date)3; (y) of the type usually 3 Amount to be certified shall be no less than [CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] carried by corporations engaged in the same or similar business, similarly situated with Lessee, and operating similar aircraft and engines and covering risks of the kind customarily insured against by Lessee; and (Bz) that is maintained in effect with insurers of recognized responsibility; provided that Lessee will carry, or cause to be carried, at no expense to the Specified Persons, aircraft liability war risk and allied perils insurance, if and only to the extent the same is maintained by Lessee with respect to other aircraft operated by Lessee on the same routes. Any policies of insurance carried in accordance with this Section 7.06(asubsection (a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, the Specified Persons as additional insureds insureds; (the “Additional Insureds”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) Lessee and shall insure each Additional Insured’s Interests the respective interests of the Specified Persons as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured Lessee; (other than such Additional Insured), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered to the Specified Persons on the Closing Delivery Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Specified Person of written notice from such insurers of such cancellation, change or lapse; (D) provide that the Specified Persons shall not have any obligation or liability for premiums, commissions, assessments or calls in connection with such insurance; (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Specified Persons to the extent of any moneys due to the Specified Persons and (2) subrogation against the Specified Persons to the extent that Lessee has waived its rights by its agreements to indemnify the Specified Persons pursuant hereto or in the other Operative Documents; (F) be primary without right of contribution from any other insurance that may be carried by any Specified Person; and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. In the case of a sublease or contract with the U.S. government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by the U.S. government, a valid agreement by the U.S. government to indemnify Lessee, or an insurance policy issued by the U.S. government, against any risks that Lessee is required hereunder to insure against shall be considered adequate insurance for purposes of this subsection (a) to the extent of the risks (and in the amounts) that are the subject of such indemnification or insurance. The insurance provisions set forth above for the benefit of the Specified Persons shall only apply to the extent that Lessee has agreed to indemnify such Specified Person pursuant to the Operative Documents or a consent and acknowledgement referred to in Section 8.3.2(b) of the Participation Agreement and then only in such Specified Person’s capacity as Lessor, Trust Company, Owner Participant or Back-Leveraging Indemnified Person, as applicable. To the extent that the war-risk and allied perils insurance provider does not provide for provision of direct notice to Specified Persons of cancellation, change or lapse in the insurance required hereunder, Lessee hereby agrees that upon receipt of notice of any thereof from such insurance provider it shall give the Specified Persons immediate notice of each cancellation or lapse of, or material change to, such insurance. (ii) During any period that the Airframe or an Engine, as the case may be, is on the ground and not in operation, Lessee may carry or cause to be carried as to such non-operating Airframe or Engine, in lieu of the insurance required by clause (i) above, and subject to self-insurance to the extent specified in subsection (c), insurance otherwise conforming with the provisions of said clause (i) except that: (A) the amounts of coverage shall not be required to exceed the amounts of airline liability insurance from time to time applicable to airframes or engines owned or leased by Lessee of the same type as such non-operating Airframe or Engine and that are on the ground and not in operation and (B) the scope of the risks covered and the type of insurance shall be the same as from time to time applicable to airframes or engines owned or leased by Lessee of the same type as such non-operating Airframe or Engine and that are on the ground and not in operation.

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, injury and property damage, and products damage liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied related perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterLoan

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, injury and property damage, and products damage liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied related perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days aftereach

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), subsection (a) and subject to the rights of Company Lessee to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(dsubsection (c), Company Lessee will carry, or cause to be carried, at no expense to Loan TrusteeLessor or Owner Participant, if any (collectively, the "SPECIFIED PERSONS"), aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s 's product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) 's fleet on which Company (or Permitted Lessee) Lessee carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided PROVIDED that such liability insurance shall will not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee Lessor at the Commencement Time) [Report to specify $500,000,000], (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with Lessee and each Liquidity Provider on owning or operating similar aircraft and engines and covering risks of the Closing Date, kind customarily insured against by Lessee and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(asubsection (a) and any policies taken out in substitution or replacement for any of such policies shall: will (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, the Specified Persons as additional insureds (the “Additional Insureds”)insured, (2B) subject to the conditions condition of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall will not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) Lessee and shall will insure each Additional Insured’s Interests the interests of the Specified Persons as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured)Lessee, (3C) provide that, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on to the Closing Date to Loan Trustee and each Liquidity Provider, Specified Persons at the Commencement Time or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change shall lapse will not be effective as to any Additional Insured Specified Person for 30 days after(seven (7) days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Specified Person of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Specified Persons will not have any obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers will waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Specified Persons to the extent of any moneys due to the Specified Persons and (2) subrogation against the Specified Persons to the extent that Lessee has waived its rights by its agreements to indemnify Specified Persons pursuant to this Lease, (F) be primary without right of contribution from any other insurance that may be carried by any Specified Person with respect to its interests as such in the Aircraft and (G) expressly provide that all of the provisions thereof, except the limits of liability, will operate in the same manner as if there were a separate policy covering each insured. In the case of a lease or contract with the U.S. government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by the U.S. government, a valid agreement by the U.S. government to indemnify Lessee, or an insurance policy issued by the U.S. government, against the risks that Lessee is required under this Lease to insure against will be considered adequate insurance for purposes of this subsection (a) to the extent of the risks (and in the amounts) that are the subject of such indemnification or insurance. (ii) During any period that the Airframe or an Engine, as the case may be, is on the ground and not in operation, Lessee may carry or cause to be carried as to such non-operating Airframe or Engine, in lieu of the insurance required by clause (i) above, and subject to self-insurance to the extent permitted by subsection (c), insurance otherwis e conforming with the provisions of said clause (i) except that: (A) the amounts of coverage will not be required to exceed the amounts of airline liability insurance from time to time applicable to airframes or engines owned or leased by Lessee of the same type as such non-operating Airframe or Engine and that are on the ground and not in operation and (B) the scope of the risks covered and the type of insurance will be the same as from time to time applicable to airframes or engines owned or leased by Lessee of the same type as such non-operating Airframe or Engine and that are on the ground and not in operation.

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s 's product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) 's fleet on which the Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraftinsurance; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company, and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each the Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds insured (the “"Additional Insureds”"), (2B) subject to the conditions condition of clause (3C) below, provide that, in respect of the interest of each the Additional Insured Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) the Company and shall insure each the Additional Insured’s Insureds' Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3C) provide that, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each the Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Additional Insured of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and (2) subrogation against the Additional Insureds to the extent that the Company has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents, (F) be primary without right of contribution from any other insurance that may be carried

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of Company Lessee to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d11(c), Company Lessee will carry, or cause to be carried, at no expense to Loan TrusteeLessor, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s 's product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) 's fleet on which Company (or Permitted Lessee) Lessee carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraftinsurance; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Lessor and Loan Trustee and each Liquidity Provider on the Closing Delivery Date, (B) of the type covering the same risks as from time to time applicable to aircraft operated by Lessee (or, if a Sublease is then in effect, by the Permitted Sublessee) of the same type as the Aircraft, and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a11(a) and any policies taken out in substitution or replacement for any of such policies shall: (1A) name Lessor, in its individual capacity and as owner trustee, Loan Trustee, Subordination Agent, each Pass Through Trustee Trustee, Owner Participant, Policy Provider and each Liquidity Provider (but without imposing on any such parties liability to pay the premiums for such insurance) (and, if any Sublease is then in effect, Lessee in its capacity as sublessor under such Sublease) as their Interests (as defined below in this Section 7.0611) may appear, as additional insureds insured (the “"Additional Insureds”"), (2B) subject to the conditions condition of clause (3C) below, provide that, in respect of the interest of each the Additional Insured Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, Lessee or any other insured (other than such Additional Insured) Person and shall insure each the Additional Insured’s Insureds' Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured)Lessee, (3C) provide that, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Delivery Date to Lessor, Loan Trustee Trustee, Owner Participant, Policy Provider and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured for 30 days after(seven days, or such other period as is then generally available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Additional Insured of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and (2) subrogation against the Additional Insureds to the extent that Lessee has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents, (F) be primary without right of contribution from any other insurance carried by any Additional Insured with respect to its Interests as such in the Aircraft and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. "Interests" as used in this Section 11(a) and in Section 11(b) with respect to any Person means the interests of such Person in the transactions contemplated by the Operative Documents. In the case of a sublease or contract with any government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by any government, a valid agreement by such government to indemnify Lessee, or an insurance policy issued by such government, against any of the risks that Lessee is required to insure against hereunder shall be considered adequate insurance for purposes of this Section 11

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, injury and property damage, and products damage liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied related perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterafter receipt by such Additional Insured of written notice from such insurers of such cancellation or change, (4) provide that the Additional Insureds shall have no obligation or liability for premiums,

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), subsection (a) and subject to the rights of Company to establish and maintain self-self insurance in the manner and to the extent by way of deductibles specified in Section 7.06(d3.6(c), the Company will carry, or cause to be carried, at no expense to Loan the Security Trustee, the Facility Agents or any Lender, aircraft liability insurance (including, but not limited to, passenger, contractualpassenger liability, bodily injury, personal injury, property damage, and products damage liability (exclusive of manufacturer’s product liability insurance and, if and to the extent available from the FAA or the commercial markets, war risk, hijacking risk and allied perils insurance)) and contractual liability insurance with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance owned and operated by the Company on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) on the same or similar routes as , operated by the Aircraftsuch Permitted Lessee on which such Permitted Lessee carries insurance); provided that such aircraft liability insurance (including self-insurance specified in subsection (c) below) shall not be less than the amount (the “Minimum Insurance Amount”) amounts per occurrence certified in the insurance report delivered to Loan Trustee the Security Trustee, the Facility Agents and each Liquidity Provider the Lenders on the Closing Advance Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee and operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a3.6(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan the Security Trustee (in its individual capacity and as Security Trustee), Subordination Agent, each Pass Through Trustee the Facility Agents and each Liquidity Provider Lender (and each of their respective successors, assigns, affiliates, shareholders, subsidiaries, directors, officers, agents and employees), as their respective Interests (as defined below in this Section 7.063.6) may appear, as additional insureds (the “Additional Insureds”)insureds, (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of the Security Trustee, the Facility Agents and each Additional Insured Lender in such policies, the insurance shall not be invalidated by any action or inaction of Companythe Company or, if applicable, any Permitted Lessee, or any other insured (other than such Additional Insured) Lessee and shall insure the Security Trustee’s, each Additional InsuredFacility Agent’s and each Lender’s respective Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Companythe Company or, any if applicable, such Permitted Lessee or any other insured (other than such Additional Insured)Lessee, (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Advance Date to Loan Trustee and each Liquidity Providerthe Security Trustee, the Facility Agents or any Lender or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to the Security Trustee, the Facility Agents or any Additional Insured Lender for 30 days after(seven (7) days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by the Security Trustee, the Facility Agents or such Lender, respectively, of written notice from such insurers of such cancellation, change or Aircraft Security Agreement (N●) 24093720v16 Exhibit 10.1

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), subsection (a) and subject to the rights of Company to establish and maintain self-self insurance in the manner and to the extent by way of deductibles specified in Section 7.06(d3.6(c), the Company will carry, or cause to be carried, at no expense to Loan the Security Trustee, the Facility Agent or any Lender, aircraft liability insurance (including, but not limited to, passenger, contractualpassenger liability, bodily injury, personal injury, property damage, and products damage liability (exclusive of manufacturer’s product liability insurance and, if and to the extent available from the FAA or the commercial markets, war risk, hijacking risk and allied perils insurance)) and contractual liability insurance with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance owned and operated by the Company on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) on the same or similar routes as , operated by the Aircraftsuch Permitted Lessee on which such Permitted Lessee carries insurance); provided that such aircraft liability insurance (including self-insurance specified in subsection (c) below) shall not be less than the amount (the “Minimum Insurance Amount”) amounts per occurrence certified in the insurance report delivered to Loan Trustee the Security Trustee, the Facility Agent and each Liquidity Provider the Lenders on the Closing Advance Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee and operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a3.6(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan the Security Trustee (in its individual capacity and as Security Trustee), the Facility Agent and each Lender [and the Related Security Trustee, Subordination Agent, each Pass Through Trustee the Related Facility Agent and each Liquidity Provider Related Lender] (and each of their respective successors, assigns, affiliates, shareholders, subsidiaries, directors, officers, agents and employees), as their respective Interests (as defined below in this Section 7.063.6) may appear, as additional insureds (the “Additional Insureds”)insureds, (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of the Security Trustee, the Facility Agent and each Additional Insured Lender in such policies, the insurance shall not be invalidated by any action or inaction of Companythe Company or, if applicable, any Permitted Lessee, or any other insured (other than such Additional Insured) Lessee and shall insure the Security Trustee’s, the Facility Agent’s and each Additional InsuredLender’s respective Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Companythe Company or, any if applicable, such Permitted Lessee or any other insured (other than such Additional Insured)Lessee, (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Advance Date to Loan Trustee and each Liquidity Providerthe Security Trustee, the Facility Agent or any Lender or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to the Security Trustee, the Facility Agent or any Additional Insured Lender for 30 days after(seven (7) days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by the Security Trustee, the Facility Agent or such Lender,

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractualpassenger liability, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines operated by the Company in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) per occurrence certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft owned and operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their respective Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterTrustee

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, property damage, and products liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days aftermaterially

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterthe

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to Loan the Security Agent or the Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the such Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) with respect to such Aircraft certified in the insurance report delivered to Loan Trustee and each Liquidity Provider the Security Agent on the applicable Aircraft Closing DateDate for such Aircraft, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution ; provided that the Company will carry, or replacement for any of such policies shall: (1) name Loan Trusteecause to be carried, Subordination at no expense to the Security Agent, each Pass Through Trustee aircraft liability war risk and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject allied perils insurance if and to the conditions of clause (3) below, provide that, in respect of extent the interest of each Additional Insured in same is maintained by the Company or such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests Permitted Lessee, as they appearthe case may be, regardless of any breach on the same or violation of any warranty, declaration or condition contained in similar routes. With respect to such policies by CompanyAircraft, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterpolicies of

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s 's product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) 's fleet on which the Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraftinsurance; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type covering the same risks as from time to time applicable to aircraft operated by the Company (or, if a Lease is then in effect, by the Permitted Lessee) of the same type as the Aircraft, and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each the Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds insured (the “"Additional Insureds”"), (2B) subject to the conditions condition of clause (3C) below, provide that, in respect of the interest of each the Additional Insured Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) the Company and shall insure each the Additional Insured’s Insureds' Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3C) provide that, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each the Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured for 30 days afterInsured

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractualpassenger liability, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines operated by the Company in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) per occurrence certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft owned and operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their respective Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after mailing of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Specified Persons shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractualpassenger liability, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines operated by the Company in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) per occurrence certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft owned and operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their respective Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee Indenture and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterSecurity Agreement (Spirit 2015-1 EETC) [Reg. No.]

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s 's product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) 's fleet on which the Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraftinsurance; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company, and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each the Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds insured (the “"Additional Insureds”"), (2B) subject to the conditions condition of clause (3C) below, provide that, in respect of the interest of each the Additional Insured Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) the Company and shall insure each the Additional Insured’s Insureds' Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3C) provide that, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each the Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Additional Insured of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and (2) subrogation against the Additional Insureds to the extent that the Company has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents, (F) be primary without right of contribution from any other insurance that may be carried by each Additional Insured with respect to its interests as such in the Aircraft and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. "Interests" as used in this Section 7.06(a) and in Section 7.06(b) with respect to any Person means the interests of such Person in the transactions contemplated by the Operative Documents. In the case of a lease or contract with any government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by any government, a valid agreement by such government to indemnify the Company, or an insurance policy issued by such government, against any of the risks that the Company is required hereunder to insure against shall be considered adequate insurance for purposes of this Section 7.06(a) to the extent of the risks (and in the amounts) that are the subject of such indemnification or insurance. (ii) During any period that the Airframe or an Engine, as the case may be, is on the ground and not in operation, the Company may carry or cause to be carried as to such non-operating Airframe or Engine, in lieu of the insurance required by clause (i) above, and subject to self-insurance to the extent permitted by Subsection 7.06(c), insurance otherwise conforming with the provisions of said clause (i) except that: (A) the amounts of coverage shall not be required to exceed the amounts of airline liability insurance from time to time applicable to airframes or engines owned or leased by the Company of the same type as such non-operating Airframe or Engine and that are on the ground and not in operation and (B) the scope of the risks covered and the type of insurance shall be the same as from time to time shall be applicable to airframes or engines owned or leased by the Company of the same type as such non-operating Airframe or Engine and that are on the ground and not in operation.

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), subsection (a) and subject to the rights of Company American to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d5.06(c), Company American will carry, or cause to be carried, at no expense to Loan Trusteethe Agent or any Secured Party, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s 's product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the each Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) American's fleet on which Company American carries insurance, (or Permitted LesseeB) carries insurance and operated of the type usually carried by Company (or Permitted Lessee) on corporations engaged in the same or similar routes as operated business, similarly situated with American and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, American and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a5.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan Trustee, Subordination the Agent (in its individual capacity and as Agent, each Pass Through Trustee ) and each Liquidity Provider Secured Party, as their respective Interests (as defined below in this Section 7.065.06) may appear, as additional insureds (the “Additional Insureds”)insureds, (2B) subject to the conditions condition of clause (3C) below, provide that, in respect of the interest interests of the Agent and each Additional Insured Secured Party in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) American and shall insure the Agent's and each Additional Insured’s Secured Party's Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured)American, (3C) provide that, if such insurance is canceled cancelled for any reasonreason whatever, or if any material adverse change is made in the insurance policy that materially reduces the amount of insurance affects coverage certified hereunder to any Secured Party or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity ProviderAgent, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to the Agent or any Additional Insured Secured Party for 30 days after(seven (7) days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by the Agent or such Secured Party, respectively, of written notice from such insurers of such cancellation, change or lapse, (D) provide that none of the Agent or any Secured Party shall have any obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Agent or any Secured Party to the extent of any moneys due to the Agent or such Secured Party and (2) subrogation against the Agent or any Secured Party to the extent that American has American Airlines - Aircraft Security Agreement

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s 's product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) 's fleet on which the Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraftinsurance; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type covering the same risks as from time to time applicable to aircraft operated by the Company (or, if a Lease is then in effect, by the Permitted Lessee) of the same type as the Aircraft, and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each the Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds insured (the “"Additional Insureds”"), (2B) subject to the conditions condition of clause (3C) below, provide that, in respect of the interest of each the Additional Insured Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) the Company and shall insure each the Additional Insured’s Insureds' Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3C) provide that, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each the Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured for 30 days after(seven days, or such other period as is then generally available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Additional Insured of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and (2) subrogation against the Additional Insureds to the extent that the Company has waived its rights by its agreements to indemnify the Additional Insureds pursuant to the Operative Documents, (F) be primary without right of contribution from any other insurance that may be carried by each Additional Insured with respect to its Interests as such in the Aircraft and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. "Interests" as used in this Section 7.06(a) and in Section 7.06(b) with respect to any Person means the interests of such Person in the transactions contemplated by the Operative Documents. In the case of a lease or contract with any government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by any government, a valid agreement by such government to indemnify the Company, or an insurance policy issued by such government, against any of the risks that the Company is required hereunder to insure against shall be considered adequate insurance for purposes of this Section 7.06

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), subsection (a) and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(dsubsection (c), Company Lessee will carry, or cause to be carried, carried at no expense to Loan Trusteethe Specified Persons, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (Ax) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in CompanyLessee’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) Lessee carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance (including self-insurance specified in subsection (c)) shall not be less than the amount (the “Minimum Insurance Amount”) per occurrence certified in the insurance report delivered to Loan Trustee and each Liquidity Provider Lessor on the Closing DateDelivery Date)3; (y) of the type usually carried by corporations engaged in the same or similar business, similarly situated with Lessee, and operating similar aircraft and engines and covering risks of the kind customarily insured against by Lessee; and (Bz) that is maintained in effect with insurers of recognized responsibility; provided that Lessee will carry, or cause to be carried, at no expense to the Specified Persons, aircraft liability war risk and allied perils insurance, if and only to the extent the same is maintained by Lessee with respect to other aircraft operated by Lessee on the same routes. Any policies of insurance carried in accordance with this Section 7.06(asubsection (a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, the Specified Persons as additional insureds insureds; (the “Additional Insureds”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) Lessee and shall insure each Additional Insured’s Interests the respective interests of the Specified Persons as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured Lessee; (other than such Additional Insured), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered to the Specified Persons on the Closing Delivery Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for 3 Amount to be certified shall be no less than [*CTR*] CT1001520_LA1_AAL_A320Family_EXECUTION LA1 - Lease Agreement nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Specified Person of written notice from such insurers of such cancellation, change or lapse; (D) provide that the Specified Persons shall not have any obligation or liability for premiums, commissions, assessments or calls in connection with such insurance; (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Specified Persons to the extent of any moneys due to the Specified Persons and (2) subrogation against the Specified Persons to the extent that Lessee has waived its rights by its agreements to indemnify the Specified Persons pursuant hereto or in the other Operative Documents; (F) be primary without right of contribution from any other insurance that may be carried by any Specified Person; and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. In the case of a sublease or contract with the U.S. government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by the U.S. government, a valid agreement by the U.S. government to indemnify Lessee, or an insurance policy issued by the U.S. government, against any risks that Lessee is required hereunder to insure against shall be considered adequate insurance for purposes of this subsection (a) to the extent of the risks (and in the amounts) that are the subject of such indemnification or insurance. The insurance provisions set forth above for the benefit of the Specified Persons shall only apply to the extent that Lessee has agreed to indemnify such Specified Person pursuant to the Operative Documents or a consent and acknowledgement referred to in Section 8.3.2(b) of the Participation Agreement and then only in such Specified Person’s capacity as Lessor, Trust Company, Owner Participant or Back-Leveraging Indemnified Person, as applicable. To the extent that the war-risk and allied perils insurance provider does not provide for provision of direct notice to Specified Persons of cancellation, change or lapse in the insurance required hereunder, Lessee hereby agrees that upon receipt of notice of any thereof from such insurance provider it shall give the Specified Persons immediate notice of each cancellation or lapse of, or material change to, such insurance. (ii) During any period that the Airframe or an Engine, as the case may be, is on the ground and not in operation, Lessee may carry or cause to be carried as to such non-operating Airframe or Engine, in lieu of the insurance required by clause (i) above, and subject to self-insurance to the extent specified in subsection (c), insurance otherwise conforming with the provisions of said clause (i) except that: (A) the amounts of coverage shall not be required to exceed the amounts of airline liability insurance from time to time applicable to airframes or engines owned or leased by Lessee of the same type as such non-operating Airframe or Engine and that are on the ground and not in operation and (B) the scope of the risks covered and the type of insurance shall be the same as from time to time applicable to airframes or engines owned or leased by Lessee of the same type as such non-operating Airframe or Engine and that are on the ground and not in operation. CT1001520_LA1_AAL_A320Family_EXECUTION LA1 - Lease Agreement

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterthe

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Specified Person of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Specified Persons shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Specified Persons to the extent of any moneys due to the Specified Persons and (2) subrogation against the Specified Persons to the extent that the Company has waived its rights by its agreements to indemnify the Specified Persons pursuant to the Operative

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other similar aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider (in which case the last sentence of this Section 7.06(a)(i) applies), if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee Indenture and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterSecurity Agreement (American Airlines 2019-1 Aircraft EETC) [Reg. No.]

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, property damage, and products liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterof

Aircraft Liability Insurance. (i) Except as provided in clause paragraph (ii) of this Section 7.06(a), 2.03(a) and subject to the rights of Company Grantors to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d)2.03(f) below, Company Grantors will carry, or cause to be carried, at no expense to Loan Trusteethe Administrative Agent, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, property damage, damage and products liability (exclusive of manufacturer’s product liability insurance insurance), and including without limitation, war risk, hijacking and allied perils insurance), if and to the extent, in the case of war risk, hijacking and allied perils insurance, any Aircraft or Spare Engine is being operated in any war zone or recognized or, in the applicable Grantor’s judgment, threatened areas of hostilities or war risk, hijacking and allied perils insurance is otherwise maintained by a Grantor (or, if a Permitted Lease in respect of any Airframe, Engine or Spare Engine is then in effect, by Permitted Lessee) with respect to other similar aircraft and engines operated by such Grantor or such Permitted Lessee, as the case may be, on the same or similar routes) with respect to each Aircraft or Spare Engine that is of the type as from time to time applicable to aircraft and engines operated by Company such Grantor (or, if a Permitted Lease in respect of the Aircraft such Airframe, Engine or Spare Engine is then in effect, by the Permitted Lessee) of the same type as the such Aircraft or Spare Engine (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Companysuch Grantor’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) Grantor carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraftinsurance; provided that such liability insurance shall not be less than the amount (the “Minimum Liability Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a2.03(a) and any policies taken out in substitution or replacement for any of such policies shall: : (1) name Loan Trusteethe Additional Insureds, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06below) may appear, as additional insureds (the “Additional Insureds”), insureds; (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Companya Grantor, any Permitted Lessee, or any other insured Person (other than such Additional InsuredInsured or a Governmental Authority) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation by a Grantor, any Permitted Lessee, or any other Person (other than such Additional Insured or a Governmental Authority) of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), policies; (3) provide that, if such insurance is canceled cancelled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, the Administrative Agent or if such insurance is canceled cancelled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days after(or seven days, or such other period as is then customary in the industry, in the case of any war risk, hijacking and allied perils coverage) after issuance to such Additional Insured of written notice from or on behalf of such insurers of such cancellation or change, provided that in the case of any war risk, hijacking and allied perils, liability insurance, if the same is directly or indirectly provided by the United States government, or any agency or regulatory body thereof, such notice shall be deemed delivered if published in the Federal Register; (4) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance; (5) provide that the insurers shall waive any rights of (x) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Additional Insureds to the extent of any moneys due to the Additional Insureds and (y) subrogation against the Additional Insureds to the extent that Grantors have waived their rights by their agreement to indemnify the Additional Insureds pursuant to the Loan Documents; (6) be primary without right of contribution from any other insurance carried by any Additional Insured with respect to its Interests as such in any Aircraft, Engine or Spare Engine; and

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to Loan the Security Agent or the Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the such Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) with respect to such Aircraft certified in the insurance report delivered to Loan Trustee and each Liquidity Provider the Security Agent on the applicable Aircraft Closing DateDate for such Aircraft, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Security Agent, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any With respect to such Aircraft, any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterthe

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractualpassenger liability, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines operated by the Company in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) per occurrence certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft owned and operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their respective Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee 73 Indenture and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterSecurity Agreement (Spirit 2017-1 EETC) [Reg. No.]

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, property damage, and products liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterreport

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Specified Person of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Specified Persons shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Specified Persons to the extent of any moneys due to the Specified Persons and (2) subrogation against the Specified Persons to the extent that the Company has waived its rights by its

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s 's product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) 's fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraftinsurance; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type covering the same risks as from time to time applicable to aircraft operated by Company (or, if a Lease is then in effect, by the Permitted Lessee) of the same type as the Aircraft, and (BC) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee Trustee, Policy Provider and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds insured (the “"Additional Insureds”"), (2B) subject to the conditions condition of clause (3C) below, provide that, in respect of the interest of each the Additional Insured Insureds in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) Company and shall insure each the Additional Insured’s Insureds' Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3C) provide that, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee Trustee, Policy Provider and each Liquidity ProviderProviders, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured for 30 days after(seven days, or such other period as is then generally available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Additional Insured of written notice from such insurers of such

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterthe

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d), Company will carry, or cause to be carried, at no expense to Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injury, property damage, and products liability (exclusive of manufacturer’s product liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Closing Date, and (B) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: (1) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, as additional insureds (the “Additional Insureds”), (2) subject to the conditions of clause (3) below, provide that, in respect of the interest of each Additional Insured in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured), (3) provide that, if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterafter issuance to such Additional Insured of written notice from or on behalf of such insurers of such cancellation or change, (4) provide that the Additional Insureds shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (5) provide that the insurers shall waive any rights of (x) set-off, counterclaim or any other deduction, whether by

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to the Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Specified Person of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Specified Persons shall have no obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatever, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afterpolicy that

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(asubsection (a), and subject to the rights of the Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d7.06(c), the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (A) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in the Company’s (or Permitted Lessee’s) fleet on which the Company carries insurance (or or, in the case of a lease to a Permitted Lessee) carries insurance and operated by Company (or , in such Permitted Lessee) ’s fleet on the same or similar routes as operated by the Aircraftwhich such Permitted Lessee carries insurance); provided that such liability insurance (including self-insurance specified in Section 7.06(c)) shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to the Loan Trustee and each Liquidity Provider on the Closing Date, (B) of the type usually carried by corporations engaged in the same or similar business, similarly situated with the Company or such Permitted Lessee, as the case may be, and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by the Company or such Permitted Lessee, as the case may be, and (BC) that is maintained in effect with insurers of recognized responsibility; provided that the Company will carry, or cause to be carried, at no expense to the Loan Trustee, aircraft liability war risk and allied perils insurance if and to the extent the same is maintained by the Company or such Permitted Lessee, as the case may be, with respect to other similar aircraft operated by the Company or such Permitted Lessee, as the case may be, on the same or similar routes. Any policies of insurance carried in accordance with this Section 7.06(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name the Loan Trustee, the Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (as defined below in this Section 7.06) may appear, as additional insureds (the “Additional InsuredsSpecified Persons”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, the Company (or any Permitted Lessee, or any other insured (other than such Additional Insured) and shall insure each Additional Insured’s the Specified Persons’ Interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, the Company (or any Permitted Lessee or any other insured (other than such Additional InsuredLessee), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider (in which case the last sentence of this Section 7.06(a)(i) applies), if such insurance is canceled for any reason, or if any change is made in the insurance that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled for nonpayment of premium, such cancellation or change shall not be effective as to any Additional Insured for 30 days afteris

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), subsection (a) and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(dsubsection (c), Company Lessee will carry, or cause to be carried, carried at no expense to Loan Trusteethe Specified Persons, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (Ax) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in CompanyLessee’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) Lessee carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance (including self-insurance specified in subsection (c)) shall not be less than the amount (the “Minimum Insurance Amount”) per occurrence certified in the insurance report delivered to Loan Trustee and each Liquidity Provider Lessor on the Closing DateDelivery Date)3; (y) of the type usually 3 Amount to be certified shall be no less than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] carried by corporations engaged in the same or similar business, similarly situated with Lessee, and operating similar aircraft and engines and covering risks of the kind customarily insured against by Lessee; and (Bz) that is maintained in effect with insurers of recognized responsibility; provided that Lessee will carry, or cause to be carried, at no expense to the Specified Persons, aircraft liability war risk and allied perils insurance, if and only to the extent the same is maintained by Lessee with respect to other aircraft operated by Lessee on the same routes. Any policies of insurance carried in accordance with this Section 7.06(asubsection (a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, the Specified Persons as additional insureds insureds; (the “Additional Insureds”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) Lessee and shall insure each Additional Insured’s Interests the respective interests of the Specified Persons as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured Lessee; (other than such Additional Insured), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered to the Specified Persons on the Closing Delivery Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Specified Person of written notice from such insurers of such cancellation, change or lapse; (D) provide that the Specified Persons shall not have any obligation or liability for premiums, commissions, assessments or calls in connection with such insurance; (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Specified Persons to the extent of any moneys due to the Specified Persons and (2) subrogation against the Specified Persons to the extent that Lessee has waived its rights by its agreements to indemnify the Specified Persons pursuant hereto or in the other Operative Documents; (F) be primary without right of contribution from any other insurance that may be carried by any Specified Person; and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. In the case of a sublease or contract with the U.S. government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by the U.S. government, a valid agreement by the U.S. government to indemnify Lessee, or an insurance policy issued by the U.S. government, against any risks that Lessee is required hereunder to insure against shall be considered adequate insurance for purposes of this subsection (a) to the extent of the risks (and in the amounts) that are the subject of such indemnification or insurance. The insurance provisions set forth above for the benefit of the Specified Persons shall only apply to the extent that Lessee has agreed to indemnify such Specified Person pursuant to the Operative Documents or a consent and acknowledgement referred to in Section 8.3.2(b) of the Participation Agreement and then only in such Specified Person’s capacity as Lessor, Trust Company, Owner Participant or Back-Leveraging Indemnified Person, as applicable. To the extent that the war-risk and allied perils insurance provider does not provide for provision of direct notice to Specified Persons of cancellation, change or lapse in the insurance required hereunder, Lessee hereby agrees that upon receipt of notice of any thereof from such insurance provider it shall give the Specified Persons immediate notice of each cancellation or lapse of, or material change to, such insurance.

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), 11(a) and subject to the rights of Company Lessee to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(d11(c), Company will Lessee shall carry, or cause to be carried, at no expense to Lessor, the Loan Trustee, the Subordination Agent, each Pass Through Trustee, each Liquidity Provider or the Owner Participant (collectively the "Specified Persons"), aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of manufacturer’s 's product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (Ax) in amounts that are not less than the aircraft liability insurance applicable to similar aircraft and engines in Company’s (or Permitted Lessee’s) 's fleet on which Company (or Permitted Lessee) Lessee carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance shall not be less than the amount (the “Minimum Insurance Amount”) certified in the insurance report delivered to Loan Trustee and each Liquidity Provider on the Specified Persons at the Closing Date), (y) of the type usually carried by corporations engaged in the same or similar business, similarly situated with Lessee and owning or operating similar aircraft and engines and covering risks of the kind customarily insured against by Lessee and (Bz) that is maintained in effect with insurers of recognized responsibility. Any policies of insurance carried in accordance with this Section 7.06(a11(a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, the Specified Persons as additional insureds (the “Additional Insureds”)insureds, (2B) subject to the conditions condition of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) Lessee and shall insure each Additional Insured’s Interests the Specified Person's interests as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured (other than such Additional Insured)Lessee, (3C) provide that, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered on to the Specified Persons at the Closing Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven (7) days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by the Specified Persons of written notice from such insurers of such cancellation, change or lapse, (D) provide that the Specified Persons shall not have any obligation or liability for premiums, commissions, assessments or calls in connection with such insurance, (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Specified Persons to the extent of any moneys due to the Specified Persons and (2) subrogation against the Specified Persons to the extent that Lessee has waived its rights by its agreements to indemnify any such Specified Person pursuant to the Lease or other Operative Documents, (F) be primary without right of contribution from any other insurance that may be carried by any Specified Person with respect to its interests as such in the Aircraft and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. AA-EETC 2001 Lease In the case of a lease or contract with the U.S. Government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by the U.S. Government, a valid agreement by the U.S. government to indemnify Lessee, or an insurance policy issued by the U.S. Government, against the risks that Lessee is required hereunder to insure against shall be considered adequate insurance for purposes of this Section 11(a) to the extent of the risks (and in the amounts) that are the subject of such indemnification or insurance.

Aircraft Liability Insurance. (i) Except as provided in clause (ii) of this Section 7.06(a), subsection (a) and subject to the rights of Company to establish and maintain self-insurance in the manner and to the extent specified in Section 7.06(dsubsection (c), Company Lessee will carry, or cause to be carried, carried at no expense to Loan Trusteethe Specified Persons, aircraft liability insurance (including, but not limited to, passenger, contractual, bodily injury, personal injuryinjury and property damage liability, property damage, and products liability (exclusive of LA 1 – Lease Agreement manufacturer’s product liability insurance) and contractual liability insurance and war risk, hijacking and allied perils insurance)) with respect to the Aircraft that is of the type as from time to time applicable to aircraft operated by Company (or, if a Lease in respect of the Aircraft is then in effect, by Permitted Lessee) of the same type as the Aircraft (Ax) in amounts per occurrence that are not less than the aircraft liability insurance applicable to similar aircraft and engines in CompanyLessee’s (or Permitted Lessee’s) fleet on which Company (or Permitted Lessee) Lessee carries insurance and operated by Company (or Permitted Lessee) on the same or similar routes as operated by the Aircraft; provided that such liability insurance (including self-insurance specified in subsection (c)) shall not be less than the amount (the “Minimum Insurance Amount”) per occurrence certified in in LA 1 Lease Agreement the insurance report delivered to Loan Trustee and each Liquidity Provider Lessor on the Closing DateDelivery Date)3; (y) of the type usually carried by corporations engaged in the same or similar business, similarly situated with Lessee, and operating similar aircraft and engines and covering risks of the kind customarily insured against by Lessee; and (Bz) that is maintained in effect with insurers of recognized responsibility; provided that Lessee will carry, or cause to be carried, at no expense to the Specified Persons, aircraft liability war risk and allied perils insurance, if and only to the extent the same is maintained by Lessee with respect to other aircraft operated by Lessee on the same routes. Any policies of insurance carried in accordance with this Section 7.06(asubsection (a) and any policies taken out in substitution or replacement for any of such policies shall: shall (1A) name Loan Trustee, Subordination Agent, each Pass Through Trustee and each Liquidity Provider as their Interests (defined below in this Section 7.06) may appear, the Specified Persons as additional insureds insureds; (the “Additional Insureds”), (2B) subject to the conditions of clause (3C) below, provide that, in respect of the interest interests of each Additional Insured the Specified Persons in such policies, the insurance shall not be invalidated by any action or inaction of Company, any Permitted Lessee, or any other insured (other than such Additional Insured) Lessee and shall insure each Additional Insured’s Interests the respective interests of the Specified Persons as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Company, any Permitted Lessee or any other insured Lessee; (other than such Additional Insured), (3C) provide that, except to the extent not provided for by the war risk and allied perils insurance provider, if such insurance is canceled for any reasonreason whatsoever, or if any change is made in the insurance policy that materially reduces the amount of insurance or the coverage certified in the insurance report delivered to the Specified Persons on the Closing Delivery Date to Loan Trustee and each Liquidity Provider, or if such insurance is canceled allowed to lapse for nonpayment of premium, such cancellation cancellation, change or change lapse shall not be effective as to any Additional Insured Specified Person for 30 days after(seven days, or such other period as is customarily available in the industry, in the case of any war risk or allied perils coverage) after receipt by such Specified Person of written notice from such insurers of such cancellation, change or lapse; (D) provide that the Specified Persons shall not have any obligation or liability for premiums, commissions, assessments or calls in connection with such insurance; (E) provide that the insurers shall waive any rights of (1) set-off, counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Specified Persons to the extent of any moneys due to the Specified Persons and (2) subrogation against the Specified Persons to the extent that Lessee has waived its rights by its agreements to indemnify the Specified Persons pursuant hereto or in the other Operative Documents; (F) be primary without right of contribution from any other insurance that may be carried by any Specified Person; and (G) expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. In the case of a sublease or contract with the U.S. government in respect of the Aircraft or any Engine, or in the case of any requisition for use of the Aircraft or any Engine by the U.S. government, a valid agreement by the U.S. government to indemnify Lessee, or an insurance policy issued by the U.S. government, against any risks that Lessee is required hereunder to insure against shall be considered adequate insurance for purposes of this subsection (a) to the extent of the risks (and in the amounts) that are the subject of such indemnification or insurance. The insurance provisions set forth above for the benefit of the Specified Persons shall only apply to the extent that Lessee has agreed to indemnify such Specified Person pursuant to the Operative Documents or a Lessee Consent and then only in such 3 Amount to be certified shall be no less than $[****]. LA 1 – Lease Agreement Specified Person’s capacity as Lessor, Trust Company, Owner Participant or Back-Leveraging Indemnified Person, as applicable. To the extent that the war-risk and allied perils insurance provider does not provide for provision of direct notice to Specified Persons of cancellation, change or lapse in the insurance required hereunder, Lessee hereby agrees that upon receipt of notice of any thereof from such insurance provider it shall give the Specified Persons immediate notice of each cancellation or lapse of, or material change to, such insurance. (ii) During any period that the Airframe or an Engine, as the case may be, is on the ground and not in operation, Lessee may carry or cause to be carried as to such non-operating Airframe or Engine, in lieu of the insurance required by clause (i) above, and subject to self-insurance to the extent specified in subsection (c), insurance otherwise conforming with the provisions of said clause (i) except that: (A) the amounts of coverage shall not be required to exceed the amounts of airline liability insurance from time to time applicable to airframes or engines owned or leased by Lessee of the same type as such non-operating Airframe or Engine and that are on the ground and not in operation and (B) the scope of the risks covered and the type of insurance shall be the same as from time to time applicable to airframes or engines owned or leased by Lessee of the same type as such non-operating Airframe or Engine and that are on the ground and not in operation.