Common use of All Insurances will Clause in Contracts

All Insurances will. (a) be in accordance with normal industry practice of Persons operating similar aircraft in similar circumstances; (b) provide coverage on a worldwide basis subject to those territorial exclusions which are usual and customary for carriers similarly situated with Lessee in the case of War Risks and Allied Perils coverage which are advised to and approved by Lessor, such approval not to be unreasonably withheld; (c) acknowledge that the insurers are aware that the Aircraft is owned by the Lessor and is subject to this Agreement; (d) provide that, in relation to the interests of each of the additional assureds, the Insurances will not be invalidated by any act or omission of the Insured which results in a breach of any terms, conditions or warranty of the policies; (e) provide that the Insurers will waive any rights of recourse and/or subrogation against each additional assured to the same extent that Lessee has waived or has no rights of recovery against such additional assured in the Lease; (f) provide that the additional assureds will have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) and that the Insurers will waive any right of offset or counterclaim against the respective additional assureds other than for outstanding premiums in respect of the Aircraft, any Engine or Part; (g) provide that, except in the case of any provision for cancellation or automatic termination specified in the policies or endorsements thereof, the Insurance can only be canceled or materially altered in a manner adverse to the additional assureds by giving at least 30 days' written notice to the Lessor and each Financing Party, except in the case of war risks (or radioactive contamination), for which seven days' written notice (or such lesser period as is or may be customarily available in respect thereof) will be given; and (h) include a services of suit clause; and (i) provide coverage with respect to losses in connection with the change of year from 1999 to 2000, the change of date from 21 August 1999 to 22 August 1999 and/or any other change of year, date or time to the fullest extent available in the worldwide aviation insurance market including date recognition limited coverage clauses AVN2001 and AVN2002 or their equivalent.

All Insurances will. (a1) be in accordance with normal industry practice of Persons persons operating similar aircraft in similar circumstances; (b2) provide coverage cover denominated in Dollars and any other currencies which Lessor may reasonably require in relation to liability insurance; (3) operate on a worldwide world-wide basis subject to those territorial such limitations and exclusions which are usual and customary for carriers similarly situated with Lessee in the case of War Risks and Allied Perils coverage which are advised to and approved by Lessor, such approval not to be unreasonably withheldas Lessor may reasonably agree; (c) acknowledge that the insurers are aware that the Aircraft is owned by the Lessor and is subject to this Agreement; (d4) provide that, in relation to the interests of each of the additional assureds, assureds the Insurances will not be invalidated by any act or omission (including misrepresentation and non-disclosure) of the Insured any other person or party which results in a breach of any termsterm, conditions condition or warranty of the policiespolicy, provided that the additional insured party so protected has not caused, contributed to or knowingly condoned the said act or omission; (e5) provide that upon payment of any loss or claim to or on behalf of any additional assureds, insurers shall to the Insurers will waive any extent and in respect of such payment be thereupon subrogated to all legal and equitable rights of recourse and/or subrogation against each that additional assured indemnified hereby (but not against any additional assureds). Insurers shall not exercise such rights without the consent of those indemnified, such consent not to be unreasonably withheld. At the same extent that Lessee has waived or has no rights expense of recovery against insurers such additional assured in assureds shall do all things reasonably necessary to assist the Leaseinsurers to exercise said rights; (f6) provide that the additional assureds will have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) due and that the Insurers insurers will waive not exercise any right of offset set-off or counterclaim counter-claim in respect of any premium due against the respective interests of the additional assureds other than for outstanding premiums in respect of relating to the Aircraft, any Engine or PartPart which is the subject of the relevant claim; (g7) provide that, except in the case respect of any provision for cancellation or automatic termination specified in the policies Policy or endorsements any endorsement thereof, cover provided by the Insurance can Insurances may only be canceled cancelled or materially altered in a manner adverse to the additional assureds by the giving at least of not less than 30 days' written notice to the Lessor and each Financing Party, except in the case of war risks days (or radioactive contamination), for which seven days' written notice (7 days or such lesser less period as is or may be customarily available in respect thereofof war risks and allied perils) notice in writing to the appointed broker, who shall undertake to notify Lessor promptly. Notice shall be deemed to commence from the date such notice is given by the insurers. Such notice will not, however, be givengiven the normal expiry date of the Policy or any endorsement; and (h8) reinsurance will (a) be on the same terms as the original insurances and will include the provisions of this Schedule, (b) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers' liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (c) contain a services "cut-through" clause in the following form (or otherwise, satisfactory to Lessor): "The Reinsurers and the Reinsured hereby mutually agree that in the event of suit clauseany claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Aircraft Lease Agreement (MSN 29047) dated as of October 1, 1998 and made between Lessor and Lessee such claim is to be paid to the person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the Reinsured, that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith" subject to such provisions not contravening any law of the Jurisdiction of Incorporation. FORM OF LEGAL OPINION To: First Security Bank, National Association Tombo Aviation, Inc. Date: ______________ Dear Sirs, 1. You have asked us to render an opinion in connection with the transaction governed, inter alia, by the under mentioned documents. Words and expressions used herein will bear the same meanings as defined in an Aircraft Lease Agreement (MSN 29047) (the "Lease") dated as of October 1, 1998 between First Security Bank, National Association, not in its individual capacity, except as otherwise expressly provided herein, but solely as Owner Trustee, and Compania Panamena de Aviacion, S.A.: (1) the Lease; (2) the constitutional documents comprising [_________________] of Lessee; and (3) all other documents, approvals and consents of whatever nature and wherever kept which it was, in our judgment and to our knowledge, necessary or appropriate to examine to enable us to give the opinion expressed below. 2. Having considered the documents listed in paragraph 1 above, and having regard to the relevant laws of Panama, we are pleased to advise that in our opinion: (1) Lessee was duly constituted in accordance with the laws of Panama on [________________] as [________________] and is a validly existing separate legal entity, is subject to suit in its own name, and, to the best of our knowledge, no steps have been, or are being, taken to appoint a receiver or liquidator over, or to dissolve, Lessee; (2) Lessee has the corporate power to enter into and perform, and has taken all necessary corporate action to authorize the entry into, performance and delivery of, the Lease and the transactions contemplated by the Lease; (3) the entry into and performance by Lessee of, and the transactions contemplated by, the Lease do not and will not: (a) conflict with any laws binding on Lessee; (b) conflict with the constitutional documents of Lessee; or (c) conflict with or result in default under any document which is binding upon Lessee or any of its assets nor result in the creation of any Lien over any of its assets. (4) no authorizations, consents, licenses, approvals and registrations (other than those which have been obtained and of which copies are attached hereto) are necessary or desirable to be obtained from any governmental or other regulatory authorities in the Jurisdiction of Incorporation to enable Lessee: (a) to enter into and perform the transactions contemplated by the Lease; (b) to import the Aircraft into Panama for the duration of the Term; (c) to operate the Aircraft for the transport of fare-paying passengers; or (d) to make the payments provided for in the Lease in the currency, in the accounts and otherwise in accordance with the terms and conditions provided in the Lease; (5) other than(i) registering the Aircraft and filing this Agreement with the Panamanian Directorate of Civil Aeronautics, and (ii) recording this Agreement and the bill of salx xxidencing Lessor's title to the Aircraft with the Office of the Public Registry of Panama, it is not necessary or desirable, to ensure the priority, validity and enforceability of all the obligations of Lessee under the Lease that the Lease be filed, registered, recorded or notarized in any public office or elsewhere or that any other instrument relating thereto be signed, delivered, filed, registered or recorded, that any tax or duty be paid or that any other action whatsoever be taken under the laws of Panama; accordingly, upon completion of the registration and recording set forth above, pursuant to the Lease, Lessor will be deemed to be the full legal and beneficial owner of the Aircraft and all rights and interests with respect thereto, Lessee shall not be deemed to have acquired any interest in the Aircraft other than the leasehold interest contemplated by the Lease, and such leasehold interest of Lessee at all times shall be subject to the terms and conditions provided in the Lease; (6) no other steps beyond (i) provide coverage registering the Aircraft and filing this Agreement with the Panamanian Directorate of Civil Aeronautics, and (ii) recording this Agreement and the bill of salx xxidencing Lessor's title to the Aircraft with the Office of the Public Registry of Panama are necessary or desirable to record or perfect Lessor's interest in the Aircraft in Panama; (7) on termination of the Lease (whether on expiry or otherwise) as contemplated in the Lease, Lessor would be entitled: (a) to repossess the Aircraft; and (b) to export the Aircraft from Panama; without requiring any further consents, approvals or licenses from any governmental or regulatory authority in Panama; (8) the Lease has been properly signed and delivered on behalf of Lessee and the obligations on the part of Lessee contained therein, assuming them to be valid and binding according to the Governing Law, are valid and legally binding on and enforceable against Lessee respectively under the laws of Panama; (9) the events described in Clause 13.1(7), (8) and (9) of the Lease comprise an accurate and complete statement of all events and situations provided for by the laws Panama which may lead to the cessation of activities, winding up or dissolution of Lessee, and upon the occurrence of any such described events, and the Lessor's exercise of its rights to affect a termination of the Lease based on such Events of Default: the Lease shall terminate; Lessee shall have no further interest in the Aircraft; the Aircraft shall be excluded from any reorganization or other legal proceedings with respect to losses the Lessee; no receiver, trustee, liquidator, administrator, judicial official or other Person shall have any interest in connection or rights under or with respect to the change Lessee or the Aircraft; and Lessor shall be entitled to immediate return and unrestricted possession and control of year from 1999 the Aircraft free and clear of any liens, claims or other encumbrances and without any liability to 2000Lessee or any other Person; (10) Upon Lessor's giving the type of notice to Lessee set forth in Clause 13.2 (1) following an Event of Default of the type set forth in Clause 13.1(8)(d), the change Lease shall terminate (but without prejudice to the continuing obligations of date Lessee under the Lease) without the need of any further action or judicial order; Lessee shall have no further interest in the Aircraft; the Aircraft shall be excluded from 21 August 1999 any liquidation or other legal proceedings with respect to 22 August 1999 and/or the Lessee; no receiver, trustee, liquidator, administrator, judicial official or other Person shall have any interest in or rights under or with respect to the Lessor or the Aircraft; and Lessor shall be entitled to immediate return and unrestricted possession and control of the Aircraft free and clear of any liens, claims or other encumbrances and without any liability to Lessee or any other change of year, date or time to the fullest extent available in the worldwide aviation insurance market including date recognition limited coverage clauses AVN2001 and AVN2002 or their equivalent.Person;

All Insurances will. (a) be in accordance with normal industry practice of Persons persons operating aircraft similar aircraft to the Aircraft in similar circumstances; (b) ; provide coverage cover denominated in Dollars or any other currencies which Lessor may reasonably require in relation to liability insurance; operate on a worldwide world-wide basis subject to those territorial such limitations and exclusions which are usual and customary for carriers similarly situated with Lessee in the case of War Risks and Allied Perils coverage which are advised to and approved by Lessor, such approval not to be unreasonably withheld; (c) as Lessor may agree; acknowledge that the insurers are Insurer is aware that of the Aircraft is owned by the Lessor and is subject to this Agreement; (d) Lease; provide that, in relation to the interests of each of the additional assuredsinsureds, the Insurances will not be invalidated by any act or omission (including misrepresentation and non-disclosure) of the Insured any other person which results in a breach of any termsterm, conditions condition or warranty of the policiespolicy, provided that the additional insured so protected has not caused, contributed to or knowingly condoned the said act or omission; provide that upon payment of any loss or claim to or on behalf of any additional insured: 4.1.1. the Insurers shall to the extent and in respect of such payment be subrogated to all legal and equitable rights of that additional insured (other than its rights against any of the other additional insureds); (e) provide that 4.1.2. the Insurers will waive any shall not exercise such rights without the consent of recourse and/or subrogation against each the relevant Indemnitee, such consent not to be unreasonably withheld; and 4.1.3. at the expense of the Insurers the relevant additional assured insureds shall do all things reasonably necessary to assist the same extent that Lessee has waived or has no Insurers to exercise the rights of recovery against such additional assured referred to in the Lease; (f) this paragraph 4.6; provide that the additional assureds insureds will have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) due and that the Insurers will waive not exercise any right of offset set-off or counterclaim counter-claim in respect of any premium due against the respective interests of the additional assureds insureds other than for outstanding premiums in respect relating to the Aircraft which is the subject of the Aircraft, any Engine or Part; (g) relevant claim; and provide that, except in the case respect of any provision for cancellation or automatic termination specified in the policies relevant policy or endorsements any endorsement thereof, cover provided by the Insurance can Insurances may only be canceled cancelled or materially altered in a manner adverse to the additional assureds insureds by the giving at least 30 days' written notice to the Lessor and each Financing Party, except in the case of war risks not less than thirty (or radioactive contamination), for which seven days' written notice 30) days (or such lesser period as is or may be customarily available in respect thereofof war and allied risks) notice in writing to the Broker. Notice will be given; and (h) include a services of suit clause; and (i) provide coverage with respect deemed to losses in connection with commence from the change of year from 1999 to 2000, date on which that notice is given by the change of date from 21 August 1999 to 22 August 1999 and/or any other change of year, date or time to the fullest extent available in the worldwide aviation insurance market including date recognition limited coverage clauses AVN2001 and AVN2002 or their equivalentInsurers.

All Insurances will. (a) be in accordance with normal industry practice of Persons persons operating similar aircraft in similar circumstances; (b) provide coverage on a worldwide basis subject to those territorial exclusions which are usual and customary for U.S. carriers similarly situated with Lessee in the case -95- of War Risks and Allied Perils coverage which are advised to and approved by LessorLessor and Lender, such approval not to be unreasonably withheld; (c) acknowledge that the insurers are aware that the Aircraft is owned by the Lessor and is subject to this AgreementAgreement and the Mortgage; (d) provide that, in relation to the interests of each of the additional assureds, the Insurances will not be invalidated by any act or omission of the Insured which results in a breach of any terms, conditions or warranty of the policies; (e) provide that the Insurers will waive any rights of recourse and/or subrogation against each additional assured to the same extent that Lessee has waived or has no rights of recovery against such additional assured in the Lease; (f) provide that the additional assureds will have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) and that the Insurers will waive any right of offset or counterclaim against the respective additional assureds other than for outstanding premiums in respect of the Aircraft, any Engine or Partassureds; (g) provide that, except in the case of any provision for cancellation or automatic termination specified in the policies or endorsements thereof, the Insurance can only be canceled or materially altered in a manner adverse to the additional assureds by giving at least 30 days' written notice to the Lessor and each Financing Partythe Lender, except in the case of war risks (or radioactive contamination), for which seven days' written notice (or such lesser period as is or may be customarily available in respect thereof) will be given; and (h) include a services of suit clause; and (i) provide coverage with respect to losses in connection with the change of year from 1999 to 2000, the change of date from 21 August 1999 to 22 August 1999 and/or any other change of year, date or time to the fullest extent available in the worldwide aviation insurance market including date recognition limited coverage clauses AVN2001 and AVN2002 or their equivalent.

All Insurances will. (a) be in accordance with normal industry practice of Persons operating similar aircraft in similar circumstances; (b) provide coverage operate on a worldwide basis subject to those territorial such limitations and exclusions which are usual and customary for carriers similarly situated with Lessee in as may be notified to the case of War Risks and Allied Perils coverage which are advised to and approved by Lessor, such approval not to be unreasonably withheld; (c) acknowledge that the insurers are aware that the Aircraft is owned by the Lessor and is subject to this Agreement; (d) provide that, in relation to the interests of each of the additional assuredsinsureds, the Insurances will not be invalidated by any act or omission of the Insured any other Person which results in a breach of any terms, terms conditions or warranty of the policies; provided, that the additional assured so protected has not caused, contributed to or knowingly condoned such act or omission; (e) provide all terms of Lloyd's endorsement AVN 67B including a statement that the Insurers will waive any rights of recourse and/or subrogation against each the additional assured insureds, subject to the same extent that Lessee has waived or has no rights and in accordance with Clause 3.4 of recovery against such additional assured in the Leaseendorsement; (f) provide that the additional assureds insureds will have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) and that the Insurers will waive any right of offset or counterclaim against the respective additional assureds insureds other than for outstanding premiums in respect of the Aircraft, any Engine or Part; (g) provide that, except in the case of any provision for cancellation or automatic termination specified in the policies or endorsements thereof, the Insurance can only be canceled or materially altered in a manner adverse to the additional assureds insureds by giving at least 30 days' written notice to the Lessor and each Financing PartyLessor, except in the case of war risks (or radioactive contamination), for which seven days' written notice (or such lesser period as is or may be customarily available in respect thereof) will be given; and (h) include contain a services of suit clause; and (i) provide coverage with respect provision entitling the Lessor to losses in connection with the change of year from 1999 to 2000initiate a claim under any policy, the change of date from 21 August 1999 to 22 August 1999 and/or any other change of year, date or time to the fullest extent available in the worldwide aviation insurance market including date recognition limited coverage clauses AVN2001 and AVN2002 or their equivalentif so desired.

All Insurances will. (a1) be in accordance with normal industry practice of Persons persons operating similar aircraft in similar circumstances; (b2) provide coverage cover denominated in Dollars and any other currencies which Lessor may reasonably require in relation to liability insurance; (3) operate on a worldwide world-wide basis subject to those territorial such limitations and exclusions which are usual and customary for carriers similarly situated with Lessee in the case of War Risks and Allied Perils coverage which are advised to and approved by Lessor, such approval not to be unreasonably withheldas Lessor may reasonably agree; (c) acknowledge that the insurers are aware that the Aircraft is owned by the Lessor and is subject to this Agreement; (d4) provide that, in relation to the interests of each of the additional assureds, assureds the Insurances will not be invalidated by any act or omission (including misrepresentation and non-disclosure) of the Insured any other person or party which results in a breach of any termsterm, conditions condition or warranty of the policiespolicy, provided that the additional insured party so protected has not caused, contributed to or knowingly condoned the said act or omission; (e5) provide that upon payment of any loss or claim to or on behalf of any additional assureds, insurers shall to the Insurers will waive any extent and in respect of such payment be thereupon subrogated to all legal and equitable rights of recourse and/or subrogation against each that additional assured indemnified hereby (but not against any additional assureds). Insurers shall not exercise such rights without the consent of those indemnified, such consent not to be unreasonably withheld. At the same extent that Lessee has waived or has no rights expense of recovery against insurers such additional assured in assureds shall do all things reasonably necessary to assist the Leaseinsurers to exercise said rights; (f6) provide that the additional assureds will have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) due and that the Insurers insurers will waive not exercise any right of offset set-off or counterclaim counter-claim in respect of any premium due against the respective interests of the additional assureds other than for outstanding premiums in respect of relating to the Aircraft, any Engine or PartPart which is the subject of the relevant claim; (g7) provide that, except in the case respect of any provision for cancellation or automatic termination specified in the policies Policy or endorsements any endorsement thereof, cover provided by the Insurance can Insurances may only be canceled cancelled or materially altered in a manner adverse to the additional assureds by the giving at least of not less than 30 days' written notice to the Lessor and each Financing Party, except in the case of war risks days (or radioactive contamination), for which seven days' written notice (7 days or such lesser less period as is or may be customarily available in respect thereofof war risks and allied perils) notice in writing to the appointed broker, who shall undertake to notify Lessor promptly. Notice shall be deemed to commence from the date such notice is given by the insurers. Such notice will not, however, be givengiven the normal expiry date of the Policy or any endorsement; and (h8) reinsurance will (a) be on the same terms as the original insurances and will include the provisions of this Schedule, (b) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers' liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (c) contain a services "cut-through" clause in the following form (or otherwise, satisfactory to Lessor): "The Reinsurers and the Reinsured hereby mutually agree that in the event of suit clauseany claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Aircraft Lease Agreement (MSN 29048) dated as of October 1, 1998 and made between Lessor and Lessee such claim is to be paid to the person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the Reinsured, that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith" subject to such provisions not contravening any law of the Jurisdiction of Incorporation. FORM OF LEGAL OPINION To: First Security Bank, National Association Tombo Aviation, Inc. Date: _____________ Dear Sirs, 1. You have asked us to render an opinion in connection with the transaction governed, inter alia, by the under mentioned documents. Words and expressions used herein will bear the same meanings as defined in an Aircraft Lease Agreement (MSN 29048) (the "Lease") dated as of October 1, 1998 between First Security Bank, National Association, not in its individual capacity, except as otherwise expressly provided herein, but solely as Owner Trustee, and Compania Panamena de Aviacion, S.A.: (1) the Lease; (2) the constitutional documents comprising [______] of Lessee; and (3) all other documents, approvals and consents of whatever nature and wherever kept which it was, in our judgment and to our knowledge, necessary or appropriate to examine to enable us to give the opinion expressed below. 2. Having considered the documents listed in paragraph 1 above, and having regard to the relevant laws of Panama, we are pleased to advise that in our opinion: (1) Lessee was duly constituted in accordance with the laws of Panama on [______] as [__________] and is a validly existing separate legal entity, is subject to suit in its own name, and, to the best of our knowledge, no steps have been, or are being, taken to appoint a receiver or liquidator over, or to dissolve, Lessee; (2) Lessee has the corporate power to enter into and perform, and has taken all necessary corporate action to authorize the entry into, performance and delivery of, the Lease and the transactions contemplated by the Lease; (3) the entry into and performance by Lessee of, and the transactions contemplated by, the Lease do not and will not: (a) conflict with any laws binding on Lessee; (b) conflict with the constitutional documents of Lessee; or (c) conflict with or result in default under any document which is binding upon Lessee or any of its assets nor result in the creation of any Lien over any of its assets. (4) no authorizations, consents, licenses, approvals and registrations (other than those which have been obtained and of which copies are attached hereto) are necessary or desirable to be obtained from any governmental or other regulatory authorities in the Jurisdiction of Incorporation to enable Lessee: (a) to enter into and perform the transactions contemplated by the Lease; (b) to import the Aircraft into Panama for the duration of the Term; (c) to operate the Aircraft for the transport of fare-paying passengers; or (d) to make the payments provided for in the Lease in the currency, in the accounts and otherwise in accordance with the terms and conditions provided in the Lease; (5) other than(i) registering the Aircraft and filing this Agreement with the Panamanian Directorate of Civil Aeronautics, and (ii) recording this Agreement and the bill of salx xxidencing Lessor's title to the Aircraft with the Office of the Public Registry of Panama, it is not necessary or desirable, to ensure the priority, validity and enforceability of all the obligations of Lessee under the Lease that the Lease be filed, registered, recorded or notarized in any public office or elsewhere or that any other instrument relating thereto be signed, delivered, filed, registered or recorded, that any tax or duty be paid or that any other action whatsoever be taken under the laws of Panama; accordingly, upon completion of the registration and recording set forth above, pursuant to the Lease, Lessor will be deemed to be the full legal and beneficial owner of the Aircraft and all rights and interests with respect thereto, Lessee shall not be deemed to have acquired any interest in the Aircraft other than the leasehold interest contemplated by the Lease, and such leasehold interest of Lessee at all times shall be subject to the terms and conditions provided in the Lease; (6) no other steps beyond (i) provide coverage registering the Aircraft and filing this Agreement with the Panamanian Directorate of Civil Aeronautics, and (ii) recording this Agreement and the bill of salx xxidencing Lessor's title to the Aircraft with the Office of the Public Registry of Panama are necessary or desirable to record or perfect Lessor's interest in the Aircraft in Panama; (7) on termination of the Lease (whether on expiry or otherwise) as contemplated in the Lease, Lessor would be entitled: (a) to repossess the Aircraft; and (b) to export the Aircraft from Panama; without requiring any further consents, approvals or licenses from any governmental or regulatory authority in Panama; (8) the Lease has been properly signed and delivered on behalf of Lessee and the obligations on the part of Lessee contained therein, assuming them to be valid and binding according to the Governing Law, are valid and legally binding on and enforceable against Lessee respectively under the laws of Panama; (9) the events described in Clause 13.1(7), (8) and (9) of the Lease comprise an accurate and complete statement of all events and situations provided for by the laws Panama which may lead to the cessation of activities, winding up or dissolution of Lessee, and upon the occurrence of any such described events, and the Lessor's exercise of its rights to affect a termination of the Lease based on such Events of Default: the Lease shall terminate; Lessee shall have no further interest in the Aircraft; the Aircraft shall be excluded from any reorganization or other legal proceedings with respect to losses the Lessee; no receiver, trustee, liquidator, administrator, judicial official or other Person shall have any interest in connection or rights under or with respect to the change Lessee or the Aircraft; and Lessor shall be entitled to immediate return and unrestricted possession and control of year from 1999 the Aircraft free and clear of any liens, claims or other encumbrances and without any liability to 2000Lessee or any other Person; (10) Upon Lessor's giving the type of notice to Lessee set forth in Clause 13.2 (1) following an Event of Default of the type set forth in Clause 13.1(8)(d), the change Lease shall terminate (but without prejudice to the continuing obligations of date Lessee under the Lease) without the need of any further action or judicial order; Lessee shall have no further interest in the Aircraft; the Aircraft shall be excluded from 21 August 1999 any liquidation or other legal proceedings with respect to 22 August 1999 and/or the Lessee; no receiver, trustee, liquidator, administrator, judicial official or other Person shall have any interest in or rights under or with respect to the Lessor or the Aircraft; and Lessor shall be entitled to immediate return and unrestricted possession and control of the Aircraft free and clear of any liens, claims or other encumbrances and without any liability to Lessee or any other change of year, date or time to the fullest extent available in the worldwide aviation insurance market including date recognition limited coverage clauses AVN2001 and AVN2002 or their equivalent.Person;

All Insurances will. (a) be in accordance with normal industry practice of Persons persons operating similar aircraft in similar circumstances; (b) provide coverage on a worldwide basis subject to those territorial exclusions which are usual and customary for carriers similarly situated with Lessee in the case of War Risks and Allied Perils coverage which are advised to and approved by Lessor, such approval not to be unreasonably withheld; (c) acknowledge that the insurers are aware that the Aircraft is owned by the Lessor and is subject to this Agreement; (d) provide that, in relation to the interests of each of the additional assureds, the Insurances will not be invalidated by any act or omission of the Insured which results in a breach of any terms, conditions or warranty of the policies; (e) provide that the Insurers will waive any rights of recourse and/or subrogation against each additional assured to the same extent that Lessee has waived or has no rights of recovery against such additional assured in the Lease; (f) provide that the additional assureds will have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) and that the Insurers will waive any right of offset or counterclaim against the respective additional assureds other than for outstanding premiums in respect of the Aircraft, any Engine or Part; (g) provide that, except in the case of any provision for cancellation or automatic termination specified in the policies or endorsements thereof, the Insurance can only be canceled or materially altered in a manner adverse to the additional assureds by giving at least 30 days' written notice to the Lessor and each Financing Partythe Lender, except in the case of war risks (or radioactive contamination), for which seven days' written notice (or such lesser period as is or may be customarily available in respect thereof) will be given; and (h) include a services of suit clause; and (i) provide coverage with respect to losses in connection with the change of year from 1999 to 2000. SCHEDULE 4, the change of date from 21 August 1999 to 22 August 1999 and/or any other change of year, date or time to the fullest extent available in the worldwide aviation insurance market including date recognition limited coverage clauses AVN2001 and AVN2002 or their equivalent.PART 2 [LOGO] Sedgwick

All Insurances will. (a) 4.1 be in accordance with normal industry practice of Persons persons operating aircraft similar aircraft to the Aircraft in similar circumstances; (b) 4.2 provide coverage cover denominated in Dollars or any other currencies which Lessor may reasonably require in relation to liability insurance; 4.3 operate on a worldwide world-wide basis subject to those territorial such limitations and exclusions which are usual and customary for carriers similarly situated with Lessee in the case of War Risks and Allied Perils coverage which are advised to and approved by Lessor, such approval not to be unreasonably withheldas Lessor may agree; (c) 4.4 acknowledge that the insurers are Insurer is aware that of the Aircraft is owned by the Lessor and is subject to this AgreementLease; (d) 4.5 provide that, in relation to the interests of each of the additional assuredsinsureds, the Insurances will not be invalidated by any act or omission (including misrepresentation and non-disclosure) of the Insured any other person which results in a breach of any termsterm, conditions condition or warranty of the policiespolicy, provided that the additional insured so protected has not caused, contributed to or knowingly condoned the said act or omission; (e) 4.6 provide that upon payment of any loss or claim to or on behalf of any additional insured: 4.6.1 the Insurers will waive any shall to the extent and in respect of such payment be subrogated to all legal and equitable rights of recourse and/or subrogation that additional insured (other than its rights against each any of the other additional assured to the same extent that Lessee has waived or has no rights of recovery against such additional assured in the Leaseinsureds); (f) 4.6.2 the Insurers shall not exercise such rights without the consent of the relevant Indemnitee, such consent not to be unreasonably withheld; and 4.6.3 at the expense of the Insurers the relevant additional insureds shall do all things reasonably necessary to assist the Insurers to exercise the rights referred to in this paragraph 4.6; 4.7 provide that the additional assureds insureds will have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) due and that the Insurers will waive not exercise any right of offset set-off or counterclaim counter-claim in respect of any premium due against the respective interests of the additional assureds insureds other than for outstanding premiums in respect relating to the Aircraft which is the subject of the Aircraft, any Engine or Part;relevant claim; and (g) 4.8 provide that, except in the case respect of any provision for cancellation or automatic termination specified in the policies relevant policy or endorsements any endorsement thereof, cover provided by the Insurance can Insurances may only be canceled cancelled or materially altered in a manner adverse to the additional assureds insureds by the giving at least 30 days' written notice to the Lessor and each Financing Party, except in the case of war risks not less than thirty (or radioactive contamination), for which seven days' written notice 30) days (or such lesser period as is or may be customarily available in respect thereofof war and allied risks) notice in writing to the Broker. Notice will be given; and (h) include a services of suit clause; and (i) provide coverage with respect deemed to losses in connection with commence from the change of year from 1999 to 2000, date on which that notice is given by the change of date from 21 August 1999 to 22 August 1999 and/or any other change of year, date or time to the fullest extent available in the worldwide aviation insurance market including date recognition limited coverage clauses AVN2001 and AVN2002 or their equivalentInsurers.

All Insurances will. (a) be in accordance with normal industry practice of Persons persons operating similar aircraft in similar circumstances; (b) provide coverage operate on a worldwide basis as is customarily available subject to those territorial such limitations and exclusions which are usual and customary for carriers similarly situated with Lessee in as may be notified to the case of War Risks and Allied Perils coverage which are advised to and approved by Lessor, such approval not to be unreasonably withheld; (c) acknowledge that the insurers are aware that title to the Aircraft is owned held by the Lessor Holder of Legal Title and the Aircraft is subject to this AgreementAgreement and the Head Lease, and that the Lessor's interests in the Insurances are subject to a security assignment in favour of the Banks, if applicable; (d) provide that, in relation to the interests of each of the additional assureds, the Insurances will not be invalidated by any act or omission of the Insured any other person or party which results in a breach of any terms, terms conditions or warranty of the policiespolicy/ies PROVIDED THAT the additional assured so protected has not caused, contributed to or knowingly condoned such act or omission; (e) provide that the Insurers will waive any rights of recourse and/or subrogation against each the additional assured assureds, (subject to and in accordance with clause 3.5 of the same extent that Lessee has waived Lloyd's endorsement AVN 67B) or has no rights of recovery against such additional assured in the Leaseits equivalent; (f) provide that the additional assureds assured will have no obligation or responsibility for the payment of any premiums (but reserve the right to pay the same should any of them elect to do so) and that the Insurers will waive any right of offset set-off or counterclaim against the respective additional assureds other than for outstanding premiums in respect of the Aircraft, any Engine or Part; (g) provide that, except in the case of any provision for cancellation Cancellation or automatic termination Automatic Termination specified in the policies Policy/ies or endorsements Endorsements thereof, the Insurance can only be canceled cancelled or materially altered in a manner adverse to the additional assureds by giving at least 30 days' written notice to the Lessor, the Head Lessor and each Financing Partythe Banks, except in the case of war risks (radioactive contamination as per Lloyd's endorsement AVN 38A or radioactive contamination)its equivalent, for which seven 7 days' written notice (or such lesser period as is or may be customarily available in respect thereof) will be given; and; (h) include if required under the Head Lease (with respect to the Head Lessor) contain a services of suit clauseprovision entitling the Lessor to initiate a claim under any policy, if so desired; and (i) provide coverage with respect to losses cover denominated in connection with the change of year from 1999 to 2000, the change of date from 21 August 1999 to 22 August 1999 and/or Dollars and any other change of year, date or time covenances which the Lessor may reasonably require in relation to the fullest extent available in the worldwide aviation insurance market including date recognition limited coverage clauses AVN2001 and AVN2002 or their equivalentliability insurance.