Common use of Insurance Against Loss or Damage Clause in Contracts

Insurance Against Loss or Damage. Lessee, at its own expense, will maintain in effect, or cause to be carried and maintained in effect, with Approved Insurers "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine and Parts while not installed on such Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily maintained by prudent Certificated Air Carriers similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved Insurers. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine or the Aircraft to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Value from time to time determined for the Engine. Without limiting the foregoing, the type and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the Engine, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the Engine, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by Lessee with respect to all other aircraft in Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Restatement Date shall be attached to the insurance certificate issued on the Restatement Date.

Insurance Against Loss or Damage. Lessee, at its own expense, will shall maintain in effect, or cause to be carried full force and maintained in effect, effect throughout the Term with Approved Insurers during the Term "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, vandalism, war risk and allied perils, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure (including confiscation, confiscation by the Country of Registration, arrest, nationalization, seizure, restraint, detention, appropriation, requisition or destruction thereat, by or under authority of any Governmental Entity), or wrongful exercise of control of the Aircraft in flight by a person on board such the Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such the Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily at least as broad as coverage maintained by prudent Certificated Air Carriers commericial scheduled passenger airlines similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved Insurers. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine or the Aircraft to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar fleet. Such insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Casualty Value from time to time determined for the Engine. Without limiting the foregoing, the type Aircraft and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee incorporate a 50/50 clause with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the Engine, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the Engine, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks risk coverage and allied perils insurance, Lessee shall be as further specified in Exhibit C. Such insurance may include a 50/50 provisional claims settlement clause as contained provisions for deductibles in an amount usual and customary for commercial scheduled airline carriers similarly situated and operating similar aircraft provided that (i) the policies amount of insurance maintained by Lessee with respect such deductibles must be no greater than the lowest deductible amount applying to all other any similar aircraft in LesseeLessor's fleet, and a copy (ii) in no event shall the amount of such deductibles exceed the 50/50 provisional claims settlement clause in effect amount under "Deductible Amount" set forth on the Restatement Date shall be attached to the insurance certificate issued on the Restatement DateExhibit C hereto.

Insurance Against Loss or Damage. Lessee, at its own expense, will maintain in effect, or cause to be carried and maintained in effect, with Approved Insurers "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily maintained by prudent Certificated Air Carriers similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved Insurers. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine Aircraft, Airframe or the Aircraft Engines to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly similarly-sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine Aircraft is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Value from time to time determined for the EngineAircraft. Without limiting the foregoing, the type and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the EngineAircraft, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and and, thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, Trustee the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured -77- 79 against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the EngineAircraft, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee Trustee, as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section 12(b) may incorporate deductible amounts which shall not exceed one million dollars ($1,000,000). Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by Lessee with respect to all other aircraft in Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Restatement Date shall be attached to the insurance certificate issued on the Restatement Date.

Insurance Against Loss or Damage. Effective on or before the Delivery Date, Lessee, at its own expense, will shall carry and maintain in effect, or cause to be carried full force and maintained in effect, effect throughout the Term with Approved Insurers "all-risk" ground and flight aircraft and spares hull insurance (and aircraft hull war and allied perils insurance which shall include, but not be limited to, vandalism, war risk and allied perils, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure (including confiscation, arrest, nationalization, seizure, restraint, detention, appropriation, requisition or destruction), threat, by or under authority of any Governmental Entity, or wrongful exercise of control of the Aircraft in flight by a person on board such the Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such the Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily at least as broad as coverage maintained by prudent Certificated Air Carriers passenger airlines similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved Insurers. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine or the Aircraft to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly sized aircraft operating on similar routes to operators located in the jurisdiction of which comprise Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar fleet. Such insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Casualty Value from time to time determined for the Engine. Without limiting the foregoing, the type Aircraft and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee incorporate a 50/50 clause with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the Engine, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the Engine, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks risk coverage. Such insurance may include provisions for deductibles in an amount usual and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in customary by commercial scheduled airline standards for airline carriers operating similar aircraft provided that (i) the policies amount of insurance maintained by Lessee with respect such deductibles must be no greater than the lowest deductible amount applying to all other any similar aircraft in Lessee's fleet, (ii) such deductible shall not apply in the event of a total loss, and a copy (iii) in no event shall the amount of such deductibles exceed the 50/50 provisional claims settlement clause in effect amount under "Deductible Amount" set forth on the Restatement Date shall be attached to the insurance certificate issued on the Restatement DateExhibit C hereto.

Insurance Against Loss or Damage. Lessee, at its own expense, will maintain in effect, or cause to be carried and maintained in effect, with Approved Insurers "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily maintained by prudent Certificated Air Carriers similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved InsurersInsurers if the Aircraft, Airframe or Engines are operated on routes or kept in locations outside of the United States of America. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine Aircraft, Airframe or the Aircraft Engines to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Value from time to time determined for the Engine. Without limiting the foregoing, the type and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the EngineAircraft, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and and, thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period Each of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the Engine, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section Each of Foreign Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor Lessor, Foreign Lessor, or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor Lessor, Foreign Lessor, or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by Lessee with respect to all other aircraft in Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Restatement Date shall be attached to the insurance certificate issued on the Restatement Date.of

Insurance Against Loss or Damage. Lessee, at its own expense, will maintain in effect, or cause to be carried and maintained in effect, with Approved Insurers "all-risk" ground and flight aircraft [and spares spares] hull insurance (which shall include, but not be limited to, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine and Parts while not installed on such Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily maintained by prudent Certificated Air Carriers similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull [and spares spares] insurance reasonably acceptable to Lessor with Approved InsurersInsurers if the Engine or the Aircraft is operated on routes or kept in locations outside of the United States of America. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine or the Aircraft to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Value from time to time determined for the Engine. Without limiting the foregoing, the type and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the Engine, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the Engine, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by Lessee with respect to all other aircraft in Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Restatement Date shall be attached to the insurance certificate issued on the Restatement Date.respect

Insurance Against Loss or Damage. Lessee, at its own expense, will maintain in effect, or cause to be carried and maintained in effect, with Approved Insurers "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily maintained by prudent Certificated Air Carriers similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved Insurers. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine Aircraft, Airframe or the Aircraft Engines to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly similarly-sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine Aircraft is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Value from time to time determined for the EngineAircraft. Without limiting the foregoing, the type and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the EngineAircraft, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and and, thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, Trustee the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the EngineAircraft, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee Trustee, as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section 12(b) may incorporate deductible amounts which shall not exceed one million dollars ($1,000,000). Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by Lessee with respect to all other aircraft in Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Restatement Date shall be attached to the insurance certificate issued on the Restatement Date.

Insurance Against Loss or Damage. Lessee, at its own expense, will maintain in effect, or cause to be carried and maintained in effect, with Approved Insurers "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily maintained by prudent Certificated Air Carriers similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved InsurersInsurers if the Aircraft, Airframe or Engines are operated on routes or kept in locations outside of the United States of America. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine Aircraft, Airframe or the Aircraft Engines to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly similarly-sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Value from time to time determined for the Engine. Without limiting the foregoing, the type and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the EngineAircraft, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and and, thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is customarily available at the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as time in the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the Engine, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section war Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by Lessee with respect to all other aircraft in Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Restatement Date shall be attached to the insurance certificate issued on the Restatement Date.in

Insurance Against Loss or Damage. Lessee, at its own expense, will maintain in effect, or cause to be carried and maintained in effect, with Approved Insurers "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily maintained by prudent Certificated Air Carriers similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved InsurersInsurers if the Aircraft, Airframe or Engines are operated on routes or kept in locations outside of the United States of America. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine Aircraft, Airframe or the Aircraft Engines to be operated or located outside of the United States of America, other than in Canada or Mexico, 77 Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly similarly-sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine Aircraft is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Value from time to time determined for the EngineAircraft. Without limiting the foregoing, the type and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the EngineAircraft, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and and, thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the Engine, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by Lessee with respect to all other aircraft in Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Restatement Date shall be attached to the insurance certificate issued on the Restatement Date.of

Insurance Against Loss or Damage. Lessee, at its own expense, will maintain in effect, or cause to be carried and maintained in effect, with Approved Insurers "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily maintained by prudent Certificated Air Carriers similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved Insurers. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine Aircraft, Airframe or the Aircraft Engines to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly similarly-sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine Aircraft is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Value from time to time determined for the EngineAircraft. Without limiting the foregoing, the type and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the EngineAircraft, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and and, thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, Trustee the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the EngineAircraft, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee Trustee, as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section 12(b) may incorporate deductible amounts which shall not exceed one million dollars ($1,000,000). Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by Lessee with respect -76- 82 to all other aircraft in Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Restatement Date shall be attached to the insurance certificate issued on the Restatement Date.

Insurance Against Loss or Damage. Lessee, at its own expense, will maintain in effect, or cause to be carried and maintained in effect, with Approved Insurers "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily maintained by prudent Certificated Air Carriers similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved InsurersInsurers if the Aircraft, Airframe or Engines are operated on routes or kept in locations outside of the United States of America. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine Aircraft, Airframe or the Aircraft Engines to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Value from time to time determined for the Engine. Without limiting the foregoing, the type and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the EngineAircraft, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and and, thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period Each of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the Engine, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section Each of Foreign Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor Lessor, Foreign Lessor, or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by Lessee with respect to all other aircraft in Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Restatement Date shall be attached to the insurance certificate issued on the Restatement Date.right

Insurance Against Loss or Damage. Lessee, at its own expense, will maintain in effect, or cause to be carried and maintained in effect, with Approved Insurers "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, hijacking, a disappearance clause and coverage against strikes, riots, commotions or labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure or wrongful exercise of control of the Aircraft in flight by a person on board such Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily maintained by prudent Certificated Air Carriers similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved Insurers. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine Aircraft, Airframe or the Aircraft Engines to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly similarly-sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine Aircraft is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Value from time to time determined for the EngineAircraft. Without limiting the foregoing, the type and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the EngineAircraft, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and and, thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, Trustee the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it -77- 79 may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the EngineAircraft, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee Trustee, as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section 12(b) may incorporate deductible amounts which shall not exceed one million dollars ($1,000,000). Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks and allied perils insurance, Lessee shall include a 50/50 provisional claims settlement clause as contained in the policies of insurance maintained by Lessee with respect to all other aircraft in Lessee's fleet, and a copy of the 50/50 provisional claims settlement clause in effect on the Restatement Date shall be attached to the insurance certificate issued on the Restatement Date. (i) unless clause (ii) below is applicable, so much of such payments as shall not exceed the Stipulated Loss Value and other payments required to be paid by Lessee pursuant to Section 11(a)(ii) of this Lease shall be paid to Indenture Trustee so long as the Lien of the Indenture has not been discharged and thereafter to Lessor in reduction of Lessee's obligation to pay such Stipulated Loss Value and any other payments if not already paid by Lessee, or, if already paid by Lessee, shall (unless a Default or an Event of Default shall have occurred and be continuing) be applied by Indenture Trustee or Lessor, as the case may be, to reimburse Lessee for its payment of such Stipulated Loss Value and other payments and the balance, if any, of such payment remaining thereafter shall be paid over to, or retained by, Lessor; or (ii) if such payments are received as a result of an Event of Loss with respect to the Airframe or an Engine which is being replaced pursuant to Section 11(a)(i) or Section 11(b) hereof, all such payments shall be paid over by the Indenture Trustee or Lessor, as the case may be, to, or retained by, Lessee if Lessee shall have fully performed or, concurrently therewith fully performs, the terms of Section 11(a)(i) and (c) or Section 11(b) hereof, as the case may be, and of Section 15 hereof with respect to the Event of Loss for which such payments are made and if no Default or Event of Default shall have occurred and be continuing.

Insurance Against Loss or Damage. Lessee, at its own expense, will shall maintain in effect, or cause to be carried full force and maintained in effect, effect throughout the Term with Approved Insurers during the Term "all-risk" ground and flight aircraft and spares hull insurance (which shall include, but not be limited to, vandalism, war risk and allied perils, hijacking, a disappearance clause and coverage against strikes, riots, commotions or 38 <PAGE> labor disturbances, air piracy, malicious acts or acts of sabotage and unlawful seizure (including confiscation, confiscation by the Country of Registration, arrest, nationalization, seizure, restraint, detention, appropriation, requisition or destruction thereat, by or under authority of any Governmental Entity), or wrongful exercise of control of the Aircraft in flight by a person on board such the Aircraft acting without the -67- 68 consent of Lessee) covering the Engine and/or the Aircraft, as the case may be, and "all-risk" coverage including transit insurance with respect to the Engine Engines and Parts while not installed on such the Aircraft or an aircraft, which in each case considering all policy terms, limitations and exclusions is of the type, terms and amount customarily at least as broad as coverage maintained by prudent Certificated Air Carriers commericial scheduled passenger airlines similarly situated to Lessee and operating similar size aircraft and engines and as hereinafter provided. Lessee shall also maintain, or cause to be maintained, war risk and allied perils hull and spares insurance reasonably acceptable to Lessor with Approved Insurers. In addition, at least ten (10) Business Days (or, in the case of an emergency, at least two (2) Business Days) prior to permitting the Engine or the Aircraft to be operated or located outside of the United States of America, other than in Canada or Mexico, Lessee shall notify Lessor thereof. If Owner Participant or Indenture Trustee reasonably requests at any time and if such insurance is then customarily being obtained by or for Persons leasing or financing similarly sized aircraft operating on similar routes to operators located in the jurisdiction of Lessee's or, if a Permitted Sublease is in effect, the Permitted Sublessee's jurisdiction of domicile, Lessee shall pay or reimburse Lessor for political risk, repossession, expropriation, confiscation and similar fleet. Such insurance as Lessor may arrange or cause to be arranged; provided that Indenture Trustee shall not be obligated to request such insurance and shall not be liable for any failure to request such insurance. Anything herein to the contrary notwithstanding, at all times while the Engine is subject to this Lease, the insurance required by this Section 12(b) shall be for an amount on an "agreed value" basis not less than the Stipulated Loss Casualty Value from time to time determined for the Engine. Without limiting the foregoing, the type Aircraft and amount of insurance carried by Lessee hereunder shall be no less comprehensive or favorable to Lessor, Owner Participant, Indenture Trustee and the other Indemnitees than that carried by Lessee incorporate a 50/50 clause with respect to similar-size aircraft or similar engines owned or leased by Lessee. Each and any policy of insurance obtained and maintained pursuant to this Section 12(b), and each and any policy obtained in substitution or replacement for any such policies, (i) shall designate Lessor as owner of the Engine, shall designate, so long as the Lien of the Indenture has not been discharged, Indenture Trustee and thereafter, Lessor, as sole loss payee, as provided below and shall designate Lessor, Owner Participant, Indenture Trustee (in both its individual capacity and its trustee capacity) and the other Indemnitees and their respective permitted assigns -68- 69 as additional insureds, as their respective interests may appear (but without imposing upon Lessor, Owner Participant, Indenture Trustee and their respective permitted assigns, any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies), (ii) shall expressly provide that, in respect of the interests of such an additional insured and its permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any act or omission of Lessee or any other additional insured, and shall insure each such additional insured and its permitted assigns, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Lessee or another additional insured, (iii) shall provide that if such insurance is cancelled for any reason whatsoever, or is changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and to the other Indemnitees and their respective permitted assigns, or if such insurance is allowed to lapse, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee, the other Indemnitees or their respective permitted assigns, until thirty (30) days (seven (7) days or such lesser period of time as is the insurance industry standard for war/allied perils coverage) after written notice to Lessor, Owner Participant and Indenture Trustee from such insurer or insurers, as the case may be, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Engine or the Aircraft may at any time be located or operated, (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, the other Indemnitees and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, with respect to the Engine, (vi) shall provide that in the event of any damage or loss which is an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee, and (vii) shall provide that in the event of any damage or loss which is not an Event of Loss hereunder and which results in a payment, such payment shall be payable directly to Indenture Trustee as sole loss payee for the account of all interests, so long as the Lien of the Indenture shall not have been discharged and thereafter to Lessor, as sole loss payee for the account of all interests. The insurance required under this Section Each of Lessor and Owner Participant shall have the right to carry additional and separate excess or contingent insurance for its own benefit at its own expense, without, however, thereby limiting Lessee's obligations under this Section 12, and Lessee shall not carry any such insurance if it would conflict with or adversely affect other insurance carried by Lessor or Owner Participant. Lessee shall have the right to carry insurance in excess of the amounts required hereunder and the proceeds of such excess insurance shall be payable to Lessee, provided, however, that such insurance does not conflict with or adversely affect the insurance required hereunder or any excess or contingent insurance carried by Lessor or Owner Participant. Lessee shall give Lessor reasonable prior written notice of any insurance to be carried by Lessee in addition to that required to be carried by Lessee as provided herein. In the event that separate policies are maintained to cover "all-risk" ground and flight aircraft, hull and war risks risk coverage and allied perils insurance, Lessee shall be as further specified in Exhibit C. Such insurance may include a 50/50 provisional claims settlement clause as contained provisions for deductibles in an amount usual and customary for commercial scheduled airline carriers similarly situated and operating similar aircraft provided that (i) the policies amount of insurance maintained by Lessee with respect such deductibles must be no greater than the lowest deductible amount applying to all other any similar aircraft in LesseeLessor's fleet, and a copy (ii) in no event shall the amount of such deductibles exceed the 50/50 provisional claims settlement clause in effect amount under "Deductible Amount" set forth on the Restatement Date shall be attached to the insurance certificate issued on the Restatement DateExhibit C hereto.