Common use of Buyer’s Insurance Clause in Contracts

Buyer’s Insurance. Buyer shall use reasonable efforts to cause its lessee's aircraft hull and hull war insurers to waive all rights of subrogation against Seller, and its divisions, subsidiaries, affiliates, the assignees, subcontractors, and their respective officers, employees and agents. Until the earlier of two (2) years from the Delivery Date or until the next sequential Heavy Maintenance Visit (as defined in the Lease) is performed on the Aircraft after the date of Delivery (the "Insurable Period"), Buyer will, at no cost to Seller, cause to be maintained with a reputable insurer in a leading US or European insurance market, or otherwise re-insured in a leading US or European market, aircraft liability insurance in available limits of not less than: (i) Seven Hundred Fifty Million Dollars (US$750,000,000.00); or (ii) such lesser amount as required in the Lease on the date hereof, any one occurrence; provided that for any period of time during which the Aircraft is in a storage program and not being flown, Seller shall only require Buyer to cause to be maintained $250,000,000 of such aircraft liability insurance Such insurance shall include third party legal liability including passenger liability, liability war and allied perils, property damage liability (including cargo, baggage (checked and unchecked) and mail liability) premises liability and products liability and shall be in form and substance reasonably satisfactory to Seller. Buyer covenants that any insurance policies carried in accordance with this Article and any policies taken out in substitution or replacement for any of such policies shall: (a) be endorsed to name Seller and its affiliates, subsidiaries, successors, assigns, subcontractors, and their respective directors, officers, agents, and employees as additional insured (hereinafter each an "Additional Insured" and collectively the "Additional Insureds"); (b) provide that in respect of the interests of any Additional Insured in such policies, the insurance shall not be invalidated by any act or omission (including misrepresentation and non-disclosure) of Buyer or any other person (other than, as to any Additional Insured, any misrepresentation or non-disclosure of such Additional Insured) which results in a breach of any term, condition or warranty of such policies provided that the Additional Insured so protected has not caused, contributed to or knowingly condoned the said act or omission; (c) provide that none of the Additional Insureds shall have responsibility for the payment of premiums or any other amounts payable under such policies; (d) provide that insurers waive all rights of subrogation against the Additional Insureds; (e) provide that, if such insurance is canceled or allowed to lapse for any reason whatsoever, or if any material change is made in such insurance that adversely affects the interest of any Additional Insured, such cancellation, lapse or change shall not be effective as to any Additional Insured for thirty (30) days (seven (7) days, or such other period as may be customarily available, in the case of any war and allied perils liability coverage) after the giving of written notice to the broker for such insurances; (f) be primary without right of contribution from any other insurance maintained by any Additional Insured; (g) provide a severability of interests provision applicable to each insured and Additional Insured under the policy such that all of the provisions of the insurance required hereunder, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and Additional Insured; (h) waive any right of the insurers to any setoff, or counterclaim or other deduction against the Additional Insureds, and; (i) provide for worldwide coverage, subject to such limitations and exclusions as may be customary provided such limitations and exclusions are not applicable to the territories where the Aircraft is operated by Buyer or any person leasing from Buyer. Provided, that if (i) Lessee continues to maintain liability insurance pursuant to the Lease (in accordance with the terms of the Lease as existed on the date hereof) and (ii) the Additional Insureds are named as an additional insureds under such Lessee insurance policy, Buyer shall have satisfied the conditions of this Section 10.2. Provided further, that should Buyer be notified that either (x) the Lessee or any future lessee will incur additional costs resulting from endorsing the Additional Insureds in connection herewith for which Buyer is obligated to reimburse or (y) Buyer shall incur additional costs providing the insurance required by this Section when the Aircraft is not otherwise on lease, then, unless Seller agrees to reimburse Buyer for such additional costs within ten (10) day of receiving reasonable evidence that such additional costs will be due, the Buyer's obligations under this Section 10.2 shall terminate.

Buyer’s Insurance. Buyer shall use reasonable efforts provide Seller with certificates of insurance evidencing insurance policies which shall be maintained by Buyer and, to cause the extent applicable, those of its lessee's aircraft hull principals, direct or indirect owners, directors, employees, partners, representatives, accountants, advisors, consultants, attorneys, lenders, investors, engineers, surveyors, appraisers, consultants and hull war insurers agents (collectively, “Buyer’s Representatives”) under its control maintain in connection with its investigations upon the Property prior to waive all rights of subrogation against Seller, and its divisions, subsidiaries, affiliates, the assignees, subcontractors, and their respective officers, employees and agents. Until the earlier of two (2) years from the Delivery Date or until the next sequential Heavy Maintenance Visit (as defined in the Lease) is performed on the Aircraft after the date of Delivery entry upon the Property, (i) Commercial General Liability insurance, in an amount not less than $1,000,000 per occurrence and $2,000,000 general aggregate combined limits for any injuries, deaths or property damage (including loss of use) sustained as a result of any one accident or occurrence and (ii) Worker’s Compensation and Employer’s Liability insurance covering all personnel entering the "Insurable Period")Property, and such Employer’s Liability insurance shall be in an amount not less than $1,000,000 for each accident, disease per employee and disease policy limit. Such limits may be achieved through the usage of primary policies or a combination of primary and Umbrella/Excess Liability that extends over the Commercial General Liability and Employer’s Liability insurance. All required policies should be issued from a licensed insurance company with an A.M. Best Rating of A- VIII, insuring Buyer will, at no cost and Buyer’s Representatives against any liability arising out of any entry or inspections of the Property pursuant to Seller, cause to be maintained with a reputable insurer in a leading US or European insurance market, or otherwise re-insured in a leading US or European market, aircraft the provisions hereof. Any representative of Buyer which conducts environmental inspections of the Property shall also provide evidence of environmental liability insurance in available limits of not less than: than $1,000,000. Any policy maintained by Buyer (and Buyer’s Representatives) shall (i) Seven Hundred Fifty Million Dollars (US$750,000,000.00); or insure the contractual liability of Buyer covering Seller, (ii) such lesser amount as required in the Lease on the date hereofname Seller (and its successors and assigns), any one occurrence; provided that for any period of time during which the Aircraft is in a storage program its partners, members and not being flown, Seller shall only require Buyer to cause to be maintained $250,000,000 of such aircraft liability insurance Such insurance shall include third party legal liability including passenger liability, liability war and allied perils, property damage liability agents (including cargoany property manager and lender of Seller) as additional insureds, baggage (checked iii) contain a cross-liability provision, (iv) contain a provision that the insurance provided by Buyer hereunder shall be primary and uncheckednoncontributing with any other insurance available to Buyer, and (v) and mail liability) premises liability and products liability and shall be in form and substance reasonably satisfactory adequate to Sellerinsure against all liability of Buyer and Buyer’s Representatives arising out of any entry or inspections of the Property pursuant to this Agreement. In addition, Buyer covenants that and Buyer’s Representatives waive any insurance policies carried in accordance with this Article and any policies taken out in substitution or replacement for any of such policies shall: (a) be endorsed to name claims against Seller and its affiliatesSeller’s direct and indirect, subsidiariescurrent and future, successorspartners, assigns, subcontractors, and their respective directorsmembers, officers, directors, shareholders, fiduciaries, attorneys, employees, licensees, contractors, agents, counsel, brokers, invitees, tenants, independent contractors, lenders and employees as additional insured property managers (hereinafter individually, each an "Additional Insured" a “Seller Party” and collectively collectively, “Seller Parties”) for any injury to persons or damage to property to the "Additional Insureds"); (b) provide that in respect extent arising out of any inspections or physical testing of the interests Property, including any damage to the tools and equipment of Buyer and Buyer’s Representatives, all of which shall be brought on the Property at the sole risk and responsibility of Buyer and Buyer’s Representatives, unless caused by Seller’s gross negligence or willful misconduct. Upon the completion of any Additional Insured in such policiesinspection or test, Buyer shall promptly return the insurance shall not be invalidated by any act or omission (including misrepresentation and non-disclosure) of Buyer or any other person (other than, as Property to any Additional Insured, any misrepresentation or non-disclosure of such Additional Insured) which results in a breach of any term, condition or warranty of such policies provided that the Additional Insured so protected has not caused, contributed to or knowingly condoned the said act or omission; (c) provide that none of the Additional Insureds shall have responsibility for the payment of premiums or any other amounts payable under such policies; (d) provide that insurers waive all rights of subrogation against the Additional Insureds; (e) provide that, if such insurance is canceled or allowed to lapse for any reason whatsoever, or if any material change is made in such insurance that adversely affects the interest of any Additional Insured, such cancellation, lapse or change shall not be effective as to any Additional Insured for thirty (30) days (seven (7) days, or such other period as may be customarily available, in the case of any war and allied perils liability coverage) after the giving of written notice to the broker for such insurances; (f) be primary without right of contribution from any other insurance maintained by any Additional Insured; (g) provide a severability of interests provision applicable to each insured and Additional Insured under the policy such that all of the provisions of the insurance required hereunder, except the limits of liability, shall operate in substantially the same manner as if there were a separate policy covering each insured and Additional Insured; (h) waive any right of the insurers to any setoff, or counterclaim or other deduction against the Additional Insureds, and; (i) provide for worldwide coverage, subject condition prior to such limitations and exclusions as may be customary provided such limitations and exclusions are not applicable to the territories where the Aircraft is operated inspection or test by Buyer or any person leasing from of Buyer’s Representatives. Provided, that if (i) Lessee continues to maintain liability insurance pursuant to the Lease (in accordance with the terms of the Lease as existed on the date hereof) and (ii) the Additional Insureds are named as an additional insureds under such Lessee insurance policy, Buyer shall have satisfied keep the conditions Property free and clear of this Section 10.2. Provided further, that should any liens and shall remove or bond over any such liens caused solely by Buyer be notified that either (x) the Lessee or any future lessee will incur additional costs resulting from endorsing the Additional Insureds in connection herewith for which Buyer is obligated to reimburse or (y) Buyer shall incur additional costs providing the insurance required by this Section when the Aircraft is not otherwise on lease, then, unless Seller agrees to reimburse Buyer for such additional costs of Buyer’s Representatives within ten (10) day of receiving reasonable evidence that such additional costs will be due, the Buyer's obligations under this Section 10.2 shall terminate.days

Buyer’s Insurance. Pursuant to and in accordance with the Access Agreement, Buyer shall use reasonable efforts provide Seller with evidence of the Commercial General Liability insurance policy and Worker’s Compensation and Employer’s Liability insurance policies which shall be maintained by Buyer and “Buyer’s Representatives” (as defined below) in connection with its investigations upon the Property prior to cause the date of entry upon the Property, with the limits, coverage and insurer under such policies being satisfactory to Seller in its lessee's aircraft hull sole discretion. Without limitation on the foregoing, Buyer shall maintain, and hull war insurers shall ensure that those of its agents, advisors, and consultants (collectively, “Buyer’s Representatives”) maintain, (i) Commercial General Liability insurance, in an amount not less than $2,000,000 per occurrence and $3,000,000 general aggregate combined limits for claims arising out of any injuries, deaths or property damage (including loss of use) sustained as a result of any one accident or occurrence basis, provided that such liability insurance limits may be a combination of primary and umbrella excess liability policies and (ii) Worker’s Compensation and Employer’s Liability insurance covering all personnel entering the Property, and such Employer’s Liability insurance shall be in an amount not less than $1,000,000 for each accident, disease per employee and disease policy limit. Such limits may be achieved through the usage of a combination of Umbrella Liability that extends over the Commercial General Liability and Employer’s Liability insurance. All required policies should be issued or authorized (non-admitted) in the State insurance company with an A.M. Best Rating of A- VIII, insuring Buyer and Buyer’s Representatives against any liability claims arising out of any entry or inspections of the Property pursuant to waive all rights the provisions hereof. Any representative of subrogation against Buyer which conducts environmental inspections of the Property shall also provide evidence of environmental liability insurance of not 8 less than $1,000,000. The liability policy maintained by Buyer (and Buyer’s Representatives) shall (i) include the contractual liability per standard ISO form covering Seller, (ii) name Seller (and its successors and assigns), its partners, members and agents (including any property manager and lender of Seller) as additional insureds, (iii) contain a cross-liability provision, (iv) be primary and noncontributing with any other insurance available to Seller, and its divisions, subsidiaries, affiliates, the assignees, subcontractors, and their respective officers, employees and agents. Until the earlier of two (2v) years from the Delivery Date or until the next sequential Heavy Maintenance Visit (as defined in the Lease) is performed on the Aircraft after the date of Delivery (the "Insurable Period"), Buyer will, at no cost to Seller, cause to be maintained with a reputable insurer in a leading US or European insurance market, or otherwise re-insured in a leading US or European market, aircraft liability insurance in available limits of not less than: (i) Seven Hundred Fifty Million Dollars (US$750,000,000.00); or (ii) such lesser amount as required in the Lease on the date hereof, any one occurrence; provided that for any period of time during which the Aircraft is in a storage program and not being flown, Seller shall only require Buyer to cause to be maintained $250,000,000 of such aircraft liability insurance Such insurance shall include third party legal liability including passenger liability, liability war and allied perils, property damage liability (including cargo, baggage (checked and unchecked) and mail liability) premises liability and products liability and shall be in form and substance reasonably satisfactory adequate to Sellerinsure against all bodily injury and property damage liability claims of Buyers and Buyer’s Representatives arising out of any entry or inspections of the Property pursuant to this Agreement. In addition, Buyer covenants that and Buyer’s Representatives waive any insurance policies carried in accordance with this Article and any policies taken out in substitution or replacement for any of such policies shall: (a) be endorsed to name claims against Seller and its affiliatesSeller’s direct and indirect, subsidiariescurrent and future, successorspartners, assigns, subcontractors, and their respective directorsmembers, officers, directors, shareholders, fiduciaries, attorneys, employees, licensees, contractors, agents, counsel, brokers, invitees, tenants, independent contractors, lenders and employees as additional insured property managers (hereinafter individually, each an "Additional Insured" a “Seller Party” and collectively collectively, “Seller Parties”) for any injury to persons or damage to property to the "Additional Insureds"); (b) provide that in respect extent arising out of any inspections or physical testing of the interests Property, including any damage to the tools and equipment of Buyer and Buyer’s Representatives, all of which shall be brought on the Property at the sole risk and responsibility of Buyer and Buyer’s Representatives. Upon the completion of any Additional Insured in such policies, the insurance shall not be invalidated by any act inspection or omission (including misrepresentation and non-disclosure) of Buyer or any other person (other than, as to any Additional Insured, any misrepresentation or non-disclosure of such Additional Insured) which results in a breach of any term, condition or warranty of such policies provided that the Additional Insured so protected has not caused, contributed to or knowingly condoned the said act or omission; (c) provide that none of the Additional Insureds shall have responsibility for the payment of premiums or any other amounts payable under such policies; (d) provide that insurers waive all rights of subrogation against the Additional Insureds; (e) provide that, if such insurance is canceled or allowed to lapse for any reason whatsoever, or if any material change is made in such insurance that adversely affects the interest of any Additional Insured, such cancellation, lapse or change shall not be effective as to any Additional Insured for thirty (30) days (seven (7) days, or such other period as may be customarily available, in the case of any war and allied perils liability coverage) after the giving of written notice to the broker for such insurances; (f) be primary without right of contribution from any other insurance maintained by any Additional Insured; (g) provide a severability of interests provision applicable to each insured and Additional Insured under the policy such that all of the provisions of the insurance required hereunder, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and Additional Insured; (h) waive any right of the insurers to any setoff, or counterclaim or other deduction against the Additional Insureds, and; (i) provide for worldwide coverage, subject to such limitations and exclusions as may be customary provided such limitations and exclusions are not applicable to the territories where the Aircraft is operated by Buyer or any person leasing from Buyer. Provided, that if (i) Lessee continues to maintain liability insurance pursuant to the Lease (in accordance with the terms of the Lease as existed on the date hereof) and (ii) the Additional Insureds are named as an additional insureds under such Lessee insurance policytest, Buyer shall have satisfied promptly restore the conditions of this Section 10.2Property to its condition prior to such inspection or test. Provided further, that should Buyer be notified that either (x) the Lessee or any future lessee will incur additional costs resulting from endorsing the Additional Insureds in connection herewith for which Buyer is obligated to reimburse or (y) Buyer shall incur additional costs providing keep the insurance required by this Section when the Aircraft is not otherwise on lease, then, unless Seller agrees to reimburse Buyer for Property free and clear of any liens and shall remove or bond over any such additional costs liens within ten (10) day days after Buyer becomes aware of receiving same, and Buyer shall save, indemnify, protect, defend, and hold harmless Seller and the Seller Parties from and against any and all obligations, losses, injuries, damages, claims, liens or encumbrances, costs, expenses, demands, liabilities, penalties and investigation costs, including reasonable evidence that attorneys’ fees and costs whether or not legal proceedings are instituted or asserted against Seller, any of the foregoing parties or the Property, incurred in connection with or arising out of or in any way connected with (a) any entry on the Property by Buyer or any of Buyer’s Representatives, or (b) its investigations, reviews and examinations of the Property (whether such additional costs will be dueinvestigations, reviews and examinations occurred before or after the Buyer's Effective Date); provided, however the foregoing indemnity shall not apply to any claims resulting merely from the existence of a pre-existing condition of or on the Property discovered by Buyer in the course of such entry. The indemnity obligations under set forth in this Section 10.2 5C(1) shall terminate.survive the Closing or the earlier termination of this Agreement. (2)

Buyer’s Insurance. Pursuant to and in accordance with the Access Agreement, Buyer shall use reasonable efforts provide Seller with evidence of the Commercial General Liability insurance policy and Worker’s Compensation and Employer’s Liability insurance policies which shall be maintained by Buyer and “Buyer’s Representatives” (as defined below) in connection with its investigations upon the Property prior to cause the date of entry upon the Property, with the limits, coverage and insurer under such policies being satisfactory to Seller in its lessee's aircraft hull sole discretion. Without limitation on the foregoing, Buyer shall maintain, and hull war insurers shall ensure that those of its agents, advisors, and consultants (collectively, “Buyer’s Representatives”) maintain, (i) Commercial General Liability insurance, in an amount not less than $2,000,000 per occurrence and $3,000,000 general aggregate combined limits for claims arising out of any injuries, deaths or property damage (including loss of use) sustained as a result of any one accident or occurrence basis, provided that such liability insurance limits may be a combination of primary and umbrella excess liability policies and (ii) Worker’s Compensation and Employer’s Liability insurance covering all personnel entering the Property, and such Employer’s Liability insurance shall be in an amount not less than $1,000,000 for each accident, disease per employee and disease policy limit. Such limits may be achieved through the usage of a combination of Umbrella Liability that extends over the Commercial General Liability and Employer’s Liability insurance. All required policies should be issued or authorized (non-admitted) in the State insurance company with an A.M. Best Rating of A- VIII, insuring Buyer and Buyer’s Representatives against any liability claims arising out of any entry or inspections of the Property pursuant to waive all rights the provisions hereof. Any representative of subrogation against Buyer which conducts environmental inspections of the Property shall also provide evidence of environmental liability insurance of not less than $1,000,000. The liability policy maintained by Buyer (and Buyer’s Representatives) shall (i) include the contractual liability per standard ISO form covering Seller, (ii) name Seller (and its successors and assigns), its partners, members and agents (including any property manager and lender of Seller) as additional insureds, (iii) contain a cross-liability provision, (iv) be primary and noncontributing with any other insurance available to Seller, and its divisions, subsidiaries, affiliates, the assignees, subcontractors, and their respective officers, employees and agents. Until the earlier of two (2v) years from the Delivery Date or until the next sequential Heavy Maintenance Visit (as defined in the Lease) is performed on the Aircraft after the date of Delivery (the "Insurable Period"), Buyer will, at no cost to Seller, cause to be maintained with a reputable insurer in a leading US or European insurance market, or otherwise re-insured in a leading US or European market, aircraft liability insurance in available limits of not less than: (i) Seven Hundred Fifty Million Dollars (US$750,000,000.00); or (ii) such lesser amount as required in the Lease on the date hereof, any one occurrence; provided that for any period of time during which the Aircraft is in a storage program and not being flown, Seller shall only require Buyer to cause to be maintained $250,000,000 of such aircraft liability insurance Such insurance shall include third party legal liability including passenger liability, liability war and allied perils, property damage liability (including cargo, baggage (checked and unchecked) and mail liability) premises liability and products liability and shall be in form and substance reasonably satisfactory adequate to Sellerinsure against all bodily injury and property damage liability claims of Buyers and Buyer’s Representatives arising out of any entry or inspections of the Property pursuant to this Agreement. In addition, Buyer covenants that and Buyer’s Representatives waive any insurance policies carried in accordance with this Article and any policies taken out in substitution or replacement for any of such policies shall: (a) be endorsed to name claims against Seller and its affiliatesSeller’s direct and indirect, subsidiariescurrent and future, successorspartners, assigns, subcontractors, and their respective directorsmembers, officers, directors, shareholders, fiduciaries, attorneys, employees, licensees, contractors, agents, counsel, brokers, invitees, tenants, independent contractors, lenders and employees as additional insured property managers (hereinafter individually, each an "Additional Insured" a “Seller Party” and collectively collectively, “Seller Parties”) for any injury to persons or damage to property to the "Additional Insureds"); (b) provide that in respect extent arising out of any inspections or physical testing of the interests Property, including any damage to the tools and equipment of Buyer and Buyer’s Representatives, all of which shall be brought on the Property at the sole risk and responsibility of Buyer and Buyer’s Representatives. Upon the completion of any Additional Insured in such policies, the insurance shall not be invalidated by any act inspection or omission (including misrepresentation and non-disclosure) of Buyer or any other person (other than, as to any Additional Insured, any misrepresentation or non-disclosure of such Additional Insured) which results in a breach of any term, condition or warranty of such policies provided that the Additional Insured so protected has not caused, contributed to or knowingly condoned the said act or omission; (c) provide that none of the Additional Insureds shall have responsibility for the payment of premiums or any other amounts payable under such policies; (d) provide that insurers waive all rights of subrogation against the Additional Insureds; (e) provide that, if such insurance is canceled or allowed to lapse for any reason whatsoever, or if any material change is made in such insurance that adversely affects the interest of any Additional Insured, such cancellation, lapse or change shall not be effective as to any Additional Insured for thirty (30) days (seven (7) days, or such other period as may be customarily available, in the case of any war and allied perils liability coverage) after the giving of written notice to the broker for such insurances; (f) be primary without right of contribution from any other insurance maintained by any Additional Insured; (g) provide a severability of interests provision applicable to each insured and Additional Insured under the policy such that all of the provisions of the insurance required hereunder, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and Additional Insured; (h) waive any right of the insurers to any setoff, or counterclaim or other deduction against the Additional Insureds, and; (i) provide for worldwide coverage, subject to such limitations and exclusions as may be customary provided such limitations and exclusions are not applicable to the territories where the Aircraft is operated by Buyer or any person leasing from Buyer. Provided, that if (i) Lessee continues to maintain liability insurance pursuant to the Lease (in accordance with the terms of the Lease as existed on the date hereof) and (ii) the Additional Insureds are named as an additional insureds under such Lessee insurance policytest, Buyer shall have satisfied promptly restore the conditions of this Section 10.2Property to its condition prior to such inspection or test. Provided further, that should Buyer be notified that either (x) the Lessee or any future lessee will incur additional costs resulting from endorsing the Additional Insureds in connection herewith for which Buyer is obligated to reimburse or (y) Buyer shall incur additional costs providing keep the insurance required by this Section when the Aircraft is not otherwise on lease, then, unless Seller agrees to reimburse Buyer for Property free and clear of any liens and shall remove or bond over any such additional costs liens within ten (10) day days after Buyer becomes aware of receiving same, and Buyer shall save, indemnify, protect, defend, and hold harmless Seller and the Seller Parties from and against any and all obligations, losses, injuries, damages, claims, liens or encumbrances, costs, expenses, demands, liabilities, penalties and investigation costs, including reasonable evidence that attorneys’ fees and costs whether or not legal proceedings are instituted or asserted against Seller, any of the foregoing parties or the Property, incurred in connection with or arising out of or in any way connected with (a) any entry on the Property by Buyer or any of Buyer’s Representatives, or (b) its investigations, reviews and examinations of the Property (whether such additional costs will be dueinvestigations, reviews and examinations occurred before or after the Buyer's Effective Date); provided, however the foregoing indemnity shall not apply to any claims resulting merely from the existence of a pre-existing condition of or on the Property discovered by Buyer in the course of such entry. The indemnity obligations under set forth in this Section 10.2 5C(1) shall terminatesurvive the Closing or the earlier termination of this Agreement.