Common use of Public Liability and Property Damage Insurance Clause in Contracts

Public Liability and Property Damage Insurance. LESSEE will carry and maintain in effect, at its own expense, with Approved Insurers, public liability insurance (including, without limitation, contractual liability, and passenger legal liability), and property damage insurance with respect to the Aircraft, in amounts per occurrence of not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection (A), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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 the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance market.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Engine and any airframe on which the Engine is installed (for purposes of this Section 12, any such airframe together with the Engine which is installed thereon shall be referred to as, the "Aircraft"), in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such type and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and similar type engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their respective permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured or additional insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured or additional insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insurepermitted assigns, regardless as to any insured or additional insured of any breach or violation by LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests) insured or additional insured of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled cancelled for any reason whatsoever, or is adversely changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and the Indemnitees, other Indemnitees or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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 the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance market.such

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such type and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their respective permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured or -74- 76 additional insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured or additional insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insurepermitted assigns, regardless as to any insured or additional insured of any breach or violation by LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests) insured or additional insured of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled cancelled for any reason whatsoever, or is adversely changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and the Indemnitees, other Indemnitees or if such insurance is allowed to lapse for nonpayment non-payment of premium, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee and the Indemnitees for other Indemnitees, and their respective permitted assigns, until thirty (30) days days, in each instance (seven (7) days in the case of any war risks and allied perils coverage or such lesser period of time which may be standard in as is the insurance industry and ten (10) days in the event of nonpayment of premiumstandard for war/allied perils coverage), in each instanceafter notice to Lessor, after receipt by each of the Indemnitees of written notice by Owner Participant and Indenture Trustee from such insurer or insurers sent to the Indemnitees insurers, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Aircraft is locatedlocated or operated, and (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees, the 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, or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured, provided, that such policies shall not operate to increase the insurer's limit of liability. No Lessee shall cause its insurers to agree that the indemnity and hold harmless provisions of Section 13 are insured as a contractual assumption of liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in by Lessee's insurers, subject to the industry terms, coverage, conditions, limitations and such other deductibles only with the consent exclusions of the LESSORpolicy of insurance. Without limiting the foregoing, which consent the type and amount of the insurance carried by Lessee hereunder shall not be unreasonably withheld no less in amount and no less comprehensive or delayedfavorable to Lessor, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andOwner Participant, in particular, public liability risks (including, inter alia, contractual liability Indenture Trustee and passenger liability coverage) for U.S. Air Carriers in the other Indemnitees then current United States insurance market.that

Public Liability and Property Damage Insurance. LESSEE will carry 8.1 Prior to the commencement of services under this Agreement, the Architect shall furnish to the District a certificate of insurance, Additional Insured Endorsement and maintain in effectDeclarations Page for the period covered by this Agreement, at its own expense, with Approved Insurers, for public liability insurance (including, without limitation, contractual liability, and passenger legal liability), and property damage with an insurance with respect carrier satisfactory to the AircraftDistrict, under forms satisfactory to the District, to protect the Architect and District against loss from liability imposed for damages (1) on account of bodily or personal injuries, including death, disease and sickness, accidentally suffered or alleged to have been suffered by any person or persons that may be caused directly or indirectly by the performance of this Agreement, and (2) on account of injury to or destruction of property, including the resultant loss of use of the Project or other District facilities or equipment, resulting from acts of commission or omission by the Architect, or otherwise resulting directly or indirectly from the Architect's operations in the performance of this Agreement. The District shall be named as an additional insured on all such policies. 8.2 The following insurance shall be maintained by the Architect in full force and effect during the entire period of performance of this Agreement, including any extensions, and shall be written, to the extent reasonably available, on an "occurrence" basis: Commercial general liability insurance shall be in amounts per occurrence of not less than Two Million Dollars ($2,000,000.00) general aggregate, Two Million Dollars ($2,000,000.00) personal and advertising injury aggregate, with a per occurrence limit of Two Million Dollars ($2,000,000.00); Automobile liability insurance covering motor vehicles shall be in an amount not less than Two Million Dollars ($2,000,000.00) combined single limit. If liability insurance is not reasonably available on an occurrence basis, Architect shall provide liability insurance on a claims-made basis. 8.3 Said insurance shall provide that the Minimum Liability Coverage, coverage afforded thereby shall be primary coverage (and non-contributory to any other existing valid and collectable insurance) to the full limit of liability stated in the Declarations Page and such insurance shall apply separately to each insured against whom claim is made or such greater amounts as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection (A), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policiessuit is brought, but the Indemnitees inclusion of more than one (1) insured shall have not operate to increase the right to pay insurer’s limits of liability. Said insurance shall also include a waiver of any subrogation rights as against the District. 8.4 Should any of the required insurance be provided under a claims-made form, Architect shall maintain such premiums if it shall so electcoverage continuously throughout the term of this Agreement, and without lapse, for a period of at least ten (10) years beyond the Agreement expiration or the filing of a Notice of Completion (whichever is later), and (ii) shall expressly provide to the effect that, in respect should occurrences during the Agreement term give rise to claims made after expiration of the interests of the Indemnitees in Agreement, such claims shall be covered by such claims-made policies, the insurance . Nothing herein shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect limit or diminish Architect’s obligations to the interests of District under any provision, including any duty to indemnify and defend the Indemnitees, or if such District. 8.5 The Architect’s insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse policies shall not be effective as to the Indemnitees contain a provision for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees District of such prospective cancellationcancellation or reduction of coverage. The Architect shall name, change or lapse, (iv) shall include coverage for on any country in which the Aircraft is located, (v) shall provide that, as against the Indemniteespolicy of insurance required, the insurer District as an additional insured. The Additional Insured Endorsement included on all such insurance policies 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 state that coverage is afforded the additional insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement claims arising out of operations performed by or its equivalent, and (vii) shall insure (to the extent on behalf of the risks covered by insured. If the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any additional insureds have other insurance which may is applicable to the loss, such other insurance shall be carried by any Indemnitee, and shall expressly provide that all on an excess or contingent basis. The amount of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No insurer's liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayedreduced by the existence of such other insurance. Architect shall not commence work under this Agreement until all required insurance certificates, declarations pages and additional insured endorsements have been obtained and delivered in duplicate to the District for approval subject to the following requirements. Thereafter Architect shall produce a certified copy of any insurance policy required under this Article upon written request of the District. 8.6 At the time of making application for any extension of time, Architect shall submit evidence that all required insurance will be in effect during the requested additional period of time. 8.7 If the Architect fails to maintain such insurance, the District may, but shall not be required to, take out such insurance to cover any damages of the above-mentioned classes for which the District might be held liable on account of the Architect's failure to pay such damages, and deduct and retain the amount of the premiums from time to time LESSEE can demonstrate are standard any sums due the Architect under this Agreement. 8.8 Nothing contained in comprehensive liability insurance andthis Agreement shall be construed as limiting, in particularany way, public liability risks (includingthe extent to which the Architect may be held responsible for the payment of damages resulting from the Architect's operations. 8.9 Each of Architect's consultants shall comply with this Article, inter aliaand Architect shall include such provisions in its contracts with them. 8.10 Insurance companies providing the above policies shall be legally authorized, contractual liability licensed and passenger liability coverage) for U.S. Air Carriers admitted through the California Department of Insurance to engage in the then current United States business of furnishing insurance marketin the State of California. All such insurance companies shall have no lower than an “A-, VIII” in Best’s Rating Guide and shall be satisfactory to the District. 8.11 Any failure to maintain any item of the required insurance may, at District’s sole option, be sufficient cause for termination of this Agreement.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such type and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their respective permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured or additional insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured or additional insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insurepermitted assigns, regardless as to any insured or additional insured of any breach or violation by LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests) insured or additional insured of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled cancelled for any reason whatsoever, or is adversely changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and the Indemnitees, other Indemnitees or if such insurance is allowed to lapse for nonpayment non-payment of premium, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee and the Indemnitees for other Indemnitees, and their respective permitted assigns, until thirty (30) days days, in each instance (seven (7) days in the case of any war risks and allied perils coverage or such lesser period of time which may be standard in as is the insurance industry and ten (10) days in the event of nonpayment of premiumstandard for war/allied perils coverage), in each instanceafter notice to Lessor, after receipt by each of the Indemnitees of written notice by Owner Participant and Indenture Trustee from such insurer or insurers sent to the Indemnitees insurers, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Aircraft is locatedlocated or operated, and (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees, the 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, or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured, provided, that such policies shall not operate to increase the insurer's limit of liability. No Lessee shall cause its insurers to agree that the indemnity and hold harmless provisions of Section 13 are insured as a contractual assumption of liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in by Lessee's insurers, subject to the industry terms, coverage, conditions, limitations and such other deductibles only with the consent exclusions of the LESSORpolicy of insurance. Without limiting the foregoing, which consent the type and amount of the insurance carried by Lessee hereunder shall not be unreasonably withheld no less in amount and no less comprehensive or delayedfavorable to Lessor, which from time Owner Participant, Indenture Trustee and the other Indemnitees then that carried by Lessee with respect to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketother A320-231 aircraft or similar-size aircraft owned or leased by Lessee.

Public Liability and Property Damage Insurance. LESSEE will carry Subject to the rights of the Lessee under Section 9(d), the Lessee shall, without expense to the Lessor, maintain or cause to be maintained in effect at all times during the Term with independent insurers of internationally recognized reputation and maintain in effect, at its own expense, with Approved Insurers, responsibility public liability insurance (including, without limitation, contractual liabilityaircraft third party, and passenger legal liability), property damage, general third party legal liability and property damage insurance product liability coverage but excluding manufacturer's product liability coverage) with respect to the Aircraft, Aircraft in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE of (i) the amount which Lessee may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection fleet (A), and each and any policy obtained in substitution whether owned or replacement for any of such policies, (ileased) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect the Minimum Liability Amount; provided that an agreement of the interests Government for the benefit of the Indemnitees in Additional Insureds to insure against or indemnify for substantially the same risks to at least the same amount shall satisfy the requirements of this Section 9(a), PROVIDED that on or prior to the date of such policiesagreement, the Lessee shall provide an Officer's Certificate of the Lessee certifying that any such insurance or indemnity provides protection no less favorable than insurance coverage that would comply with this Section 9. Such insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than type usually carried by the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way Lessee with respect to the interests similar aircraft and engines, and covering risks of the Indemniteeskind customarily insured against by the Lessee. In addition, or if such insurance is allowed to lapse for nonpayment without limitation of premium, such cancellation, change or lapse shall not be effective as the requirements of the preceding sentence (and notwithstanding anything to the Indemnitees for thirty (30) days (seven (7) days contrary contained in the case of any preceding sentence), the Lessee shall in all events maintain in effect, at all times during the Term, war risks risk and allied perils coverage liability insurance in accordance with the London form AVN52C (as in effect on September 1, 2001) or such lesser time which may be standard in its equivalent form reasonably acceptable to Lessor (or an agreement of the insurance industry and ten (10) days in Government to insure against or indemnify for substantially the event of nonpayment of premiumsame risks), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent from time to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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 the Indemniteestime, with respect to the Aircraft, (viI) shall provide in an amount not less than the greater of (x) the amount of war risk and allied perils coverage pursuant liability insurance from time to time applicable to similar aircraft owned or operated by the AVN52 extended coverage endorsement or its equivalentLessee and (y) $350,000,000 per occurrence, and (viiII) shall insure (maintained with independent insurers of internationally recognized reputation and responsibility. During any period that the Aircraft is grounded and not in operation, the Lessee may, so long as the Lessee takes reasonable measures to protect the extent Aircraft, modify the insurance required by this Section 9(a) to modify the amounts of public liability and property damage insurance, the scope of the risks covered by and the policies) the indemnity provisions type of Section 14. Each liability policy shall be primary without right of contribution from any other insurance, in all circumstances to conform to such insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the United States airlines industry and such other deductibles only for regional air carriers similarly situated with the consent Lessee in respect of similar aircraft which are grounded, not in operation, and stored or hangared, provided that in all instances, the LESSOR, which consent amounts of coverage and scope of risk covered and the type of insurance shall not be unreasonably withheld or delayed, which at a minimum no less favorable than the insurance as from time to time LESSEE can demonstrate are standard applicable to aircraft owned or leased by Lessee on the ground, not in comprehensive liability insurance andoperation, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketstored or hangared.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, at its own expense, with Approved Insurers, expense public liability insurance (including, without limitation, contractual liability, passenger and passenger cargo legal liability), ) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to the Aircraft, Leased Property (i) in amounts per occurrence of which are not less than the Minimum Liability Coverage, or such greater higher of (x) $400,000,000 with respect to the 747 Aircraft and $250,000,000 with respect to the DC-9 Aircraft and (y) the amounts as LESSEE may carry from time of public liability and property damage insurance applicable to time on other similar aircraft and engines operated by major American international air carriers, (ii) of the type usually carried by corporations engaged in its fleetthe same or a similar business, similarly situated with Lessee, and owning or operating similar aircraft and engines and which covers risks of the kind customarily insured against by such corporations and (iii) which is maintained in effect with insurers of recognized responsibility reasonably satisfactory to Lessor and the Loan Participant. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained in policies taken out on substitution or replacement for any of such policies, policies (iA) shall designate be amended to name Lessor, individually and as Owner Trustee, as owner of the Aircraft and each Indemnitee Participant as additional named insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the respective interests of the Indemnitees Lessor and of each Participant in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Lessee or any other Person person (other than of Lessor and of such Participant, as the Indemnitees, each for their respective interests), case may be) and shall insure, insure Lessor regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration declarations or condition conditions contained in such policiespolicies by Lessee or any other person (other than by Lessor), (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance same is allowed to lapse for nonpayment of premiumpremium or such insurance coverage thereof changed in any materially adverse way to any named insured, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Lessor or any Participant for thirty (30) 30 days (seven (7and with respect to war risk insurance, such shorter period as shall be customary for major American international air carriers) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees Lessor of written notice by such insurer or insurers sent to the Indemnitees Lessor and each Participant of such prospective cancellation, change lapse or lapsechange, and (iv) shall include coverage for any country in which the Aircraft is located, (vD) shall provide that, as that there shall be no recourse against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim Lessor or any other deductionParticipant for the payment of premiums, whether by attachment commissions, club calls, assessments or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14advances. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by Lessor or any IndemniteeParticipant to the extent that such other insurance provides it with contingent and/or excess liability insurance with respect to their respective interests as such in the Leased Property, and (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured and (3) shall waive any rights to set-off, counterclaim or other deduction against each named insured. No liability policy Lessee shall permit any deductible or self-insurance provision except arrange for baggage appropriate certification as to the Leased Property as to the satisfaction of the requirements set forth above in this Section 11(a) to be made to Lessor and each Participant as soon as is customary practicable (and in any case by the industry Delivery Date) by each insurer with respect thereto; provided that all information contained therein shall be held confidential by Lessor and such other deductibles only with the consent of the LESSOR, which consent each Participant and shall not be unreasonably withheld furnished or delayeddisclosed by it to anyone (other than counsel and any other representatives) except as may be required by an order of any court or administrative agency or by any statute, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andrule, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketregulation or order of any governmental authority.

Public Liability and Property Damage Insurance. LESSEE The Lessee will carry and maintain in effect, or cause to be carried at its own expenseexpense with one or more insurers of recognized reputation and responsibility reasonably satisfactory to Lessor, with Approved Insurers, comprehensive general aircraft public liability insurance (including, without limitation, contractual liability, liability and passenger legal liability), ) insurance and property damage insurance with respect to the Aircraft(exclusive of manufacturer’s product liability insurance), in amounts an amount not less, per occurrence of not less combined single limit, than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (i) the maximum amount carried by the Lessee from time to time after the Delivery Date on other similar or smaller aircraft in its fleet, (ii) the amount evidenced by the certificates of insurance issued by the Lessee’s independent insurance broker delivered to the Lessor on the Delivery Date or (iii) $950,000,000. LESSEE Such insurance shall not discriminate be of the type and in amounts carried by the Lessee with respect to aircraft owned by it or leased to it under long-term leases and of the type usually carried in accordance with prudent industry practice for United States commercial air carriers similarly situated with the Lessee and owning or operating similar aircraft and engines and that covers risks of the kind customarily insured against the Aircraft in providing by such insurancecarriers. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policiespolicies (A) shall be amended to name the Additional Insureds, and their employees, officers and directors as additional insureds, (iB) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, that in respect of the respective interests of the Indemnitees Additional Insureds in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Lessee, any Person having possession of the Aircraft with permission of the Lessee or any other Person Additional Insured (other than the Indemnitees, each for their respective interests), Additional Insured claiming coverage) and shall insureinsure the Additional Insureds’ interests, as they appear, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Lessee, any such Person having possession or any other Additional Insured (other than the Additional Insured claiming coverage), (iiiC) shall provide that there shall be no recourse against any Additional Insured for the payment of premiums, commissions, club calls, assessments or advances and (D) shall provide that, if such insurance is canceled for any reason whatsoever, or is if any material change shall be made in such insurance that adversely changed in affects the interest of any way with respect to the interests of the Indemnitees, Additional Insured or if such insurance is shall be allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) any Additional Insured until 30 days, or not less than 10 days (seven (7) days solely with respect to non-payment of premium in the case of any war risks and allied perils all-risk property engine spare coverage (or such lesser time which may be standard shorter period in the insurance industry and ten (10) days in the event case of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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 the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement as shall be customary for insurance policies of major United States air carriers) after receipt by such Additional Insured of written notice by such insurers of such cancellation, change or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14lapse. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be that is carried by any IndemniteeAdditional Insured or any other Person to the extent that such other insurance provides it with continent and/or excess liability insurance with respect to its interest as such in the Aircraft, and (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy insured and Additional Insured, (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any setoff, which consent shall not be unreasonably withheld counterclaim or delayedother deduction, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andwhether by attachment or otherwise, in particular, public respect of any liability risks of any Additional Insured to the extent of any moneys due such Person and (including, inter alia, contractual liability 4) shall waive any rights of the insurers to subrogation against any Additional Insured. The Lessee shall arrange for appropriate certification as to the satisfaction of the requirements set forth above in this Section 11 (a) to be made to the Additional Insureds as soon as practicable (and passenger liability coveragein any case by the Delivery Date) for U.S. Air Carriers in the then current United States insurance marketby each insurer with respect thereto.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Engine and any airframe on which the Engine is installed (for purposes of this Section 12, any such airframe together with the Engine which is installed thereon shall be referred to as, the "Aircraft"), in amounts per occurrence of not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such types and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and similar type engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their respective -64- 70 permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured or additional insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured or additional insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insurepermitted assigns, regardless as to any insured or additional insured of any breach or violation by LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests) insured or additional insured of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled cancelled for any reason whatsoever, or is adversely changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and the Indemnitees, other Indemnitees or if such insurance is allowed to lapse for nonpayment non-payment of premium, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee and the Indemnitees for other Indemnitees, and their respective permitted assigns, until thirty (30) days days, in each instance (seven (7) days in the case of any war risks and allied perils coverage or such lesser period of time which may be standard in as is the insurance industry and ten (10) days in the event of nonpayment of premiumstandard for war/allied perils coverage), in each instanceafter notice to Lessor, after receipt by each of the Indemnitees of written notice by Owner Participant and Indenture Trustee from such insurer or insurers sent to the Indemnitees insurers, of such prospective cancellation, change or lapselapse provided, however, that if any such notice period is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (iv) shall include coverage for any country in or over which the Aircraft Engine is located, located or operated and (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees, the 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 or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14Engine. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and , provided, that such other deductibles only with the consent of the LESSOR, which consent policies shall not be unreasonably withheld or delayed, which from time operate to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in increase the then current United States insurance market.insurer's limit of liability. Lessee shall

Public Liability and Property Damage Insurance. LESSEE will carry Subject to the rights of the Borrower under Section 3.4(f), the Borrower shall, without expense to the Lender, maintain or cause to be maintained in effect at all times during the Term with independent insurers of internationally recognized reputation and maintain in effect, at its own expense, with Approved Insurers, responsibility public liability insurance (including, without limitation, contractual liabilityaircraft third party, and passenger legal liability), property damage, general third party legal liability and property damage insurance product liability coverage but excluding manufacturer's product liability coverage) with respect to the Aircraft, Aircraft in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE of (i) the amount which The Borrower may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection fleet (A), and each and any policy obtained in substitution whether owned or replacement for any of such policies, (ileased) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect the 105% of the interests outstanding principal amount of the Indemnitees in Note; PROVIDED that an agreement of the Government for the benefit of the Lender to insure against or indemnify for substantially the same risks to at least the same amount shall satisfy the requirements of this Section 3.4(a), PROVIDED that on or prior to the date of such policiesagreement, the Borrower shall provide an Officer's Certificate of the Borrower certifying that any such insurance or indemnity provides protection no less favorable than insurance coverage that would comply with this Section 3.4. Such insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than type usually carried by the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way Borrower with respect to the interests similar aircraft and engines, and covering risks of the Indemniteeskind customarily insured against by the Borrower. In addition, or if such insurance is allowed to lapse for nonpayment without limitation of premium, such cancellation, change or lapse shall not be effective as the requirements of the preceding sentence (and notwithstanding anything to the Indemnitees for thirty (30) days (seven (7) days contrary contained in the case of any preceding sentence), the Borrower shall in all events maintain in effect, at all times during the Term, war risks risk and allied perils coverage liability insurance in accordance with the London form AVN52C (as in effect on September 1, 2001) or such lesser time which may be standard in its equivalent form reasonably acceptable to Lender (or an agreement of the insurance industry and ten (10) days in Government to insure against or indemnify for substantially the event of nonpayment of premiumsame risks), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent from time to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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 the Indemniteestime, with respect to the AircraftAircraft , (viI) shall provide in an amount not less than the greater of (x) the amount of war risk and allied perils coverage pursuant liability insurance from time to time applicable to similar aircraft owned or operated by the AVN52 extended coverage endorsement or its equivalentBorrower and (y) $350,000,000 per occurrence, and (viiII) shall insure (maintained with independent insurers of internationally recognized reputation and responsibility. During any period that the Aircraft is grounded and not in operation, the Borrower may modify the insurance required by this Section 3.4(a) to modify the extent amounts of public liability and property damage insurance, the scope of the risks covered by and the policies) the indemnity provisions type of Section 14. Each liability policy shall be primary without right of contribution from any other insurance, in all circumstances to conform to such insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the United States airlines industry and such other deductibles only for regional air carriers similarly situated with the consent Borrower in respect of similar aircraft which are grounded, not in operation, and stored or hangared, except that in all instances, the LESSOR, which consent amounts of coverage and scope of risk covered and the type of insurance shall not be unreasonably withheld or delayed, which at a minimum no less favorable than the insurance as from time to time LESSEE can demonstrate are standard applicable to aircraft owned or leased by the Borrower on the ground, not in comprehensive liability insurance andoperation, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketstored or hangared.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such type and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their respective permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured or additional insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured or additional insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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 the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance market.permitted assigns,

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such type and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their -71- 73 respective permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insurepermitted assigns, regardless as to any insured of any breach or violation by LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests) insured of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled cancelled for any reason whatsoever, or is adversely changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and the Indemnitees, other Indemnitees or if such insurance is allowed to lapse for nonpayment non-payment of premium, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee and the Indemnitees for other Indemnitees, and their respective permitted assigns, until thirty (30) days days, in each instance (seven (7) days or such lesser period of time as is customarily available at the time in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premiumcoverage), in each instanceafter notice to Lessor, after receipt by each of the Indemnitees of written notice by Owner Participant, Indenture Trustee from such insurer or insurers sent to the Indemnitees insurers, of such prospective cancellation, change or lapselapse provided, however, that if any such notice period is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (iv) shall include coverage for any country in or over which the Aircraft is locatedlocated or operated, and (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees, the 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, or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and , provided, that such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance market.policies

Public Liability and Property Damage Insurance. LESSEE (i) Except as provided in clause (ii) of this Section 2.04(a), and subject to self-insurance to the extent permitted by Section 2.04(e) hereof at all times, the Company will carry or cause to be carried with respect to each Aircraft and maintain in effect, each Spare Engine at its own expense, with Approved Insurers, public or any Permitted Lessee's expense (A) comprehensive airline liability insurance (including, without limitation, contractual liabilitypassenger, and passenger legal liability)contractual, bodily injury, and property damage liability and product liability) insurance with respect to the Aircraft(exclusive of Manufacturer's product liability insurance), (B) cargo liability insurance and (C) war risk liability insurance in amounts each case (I) in an amount per occurrence of not less than the Minimum Liability Coverage, or such greater of (x) the amounts as LESSEE may carry of comprehensive airline liability insurance from time to time on other similar applicable per occurrence to aircraft in its fleet. LESSEE shall not discriminate against and engines owned or leased and operated by the Company of the same type as such Aircraft in providing and such insurance. Each Spare Engines and any policy (y) the Minimum Liability Insurance Amount, (II) of insurance carried in accordance with this Subsection the same type (Asubject, however, to Section 2.04(h)) and covering at least the same risks as from time to time are applicable to aircraft and engines owned or leased and operated by the Company of the same type as such Aircraft and such Spare Engines, and each (III) which is maintained in effect with insurers (or reinsurers) of nationally or internationally recognized reputation and reasonably believed to be financially sound. (ii) During any policy obtained period that an Airframe, Engine, Propeller or Spare Engine, as the case may be, is on the ground and not in substitution operation, the Company may carry or replacement for any cause to be carried as to such non-operating property, in lieu of such policies, the insurance required by clause (i) above, and subject to the self-insurance to the extent permitted by Section 2.04(e) hereof, insurance by insurers of recognized reputation and reasonably believed to be financially sound otherwise conforming with the provisions of clause (i) except that (A) the amounts of coverage shall designate each Indemnitee not be required to exceed the amounts of comprehensive airline liability insurance from time to time applicable to property owned or leased by the Company of the same type as additional insureds such non-operating property and which is on the ground and not in operation; and (B) the scope of the risks covered and the type of insurance shall be the same as their interests may appear from time to time shall be applicable to property owned or leased by the Company of the same type as such non-operating property and which is on the ground and not in operation. (but without imposing upon any obligation imposed upon the insurediii) The Company will carry or cause to be carried at all times comprehensive airline liability insurance, including, without limitation, the property damage liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests Pledged Spare Parts and Pledged Equipment, which is (A) of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective amount and scope as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt customarily maintained by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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 the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate similar corporations engaged in the same manner or similar business and similarly situated as if there were a separate policy covering each insured. No liability policy shall permit the Company for property similar to the Pledged Spare Parts and Pledged Equipment, (B) maintained in effect with insurers (or reinsurers) of nationally or internationally recognized reputation and reasonably believed to be financially sound and (C) with such retentions as the Company customarily maintains (provided, however, that any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent retention or deductible shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketexceed $1,000,000 per occurrence).

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 11(a), Lessee will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Sublessee's expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by Lessee (or, if a Sublease is then in effect, if and to the extent maintained by Sublessee) with respect to other aircraft owned or leased, and operated by Lessee (or such Sublessee) on the same routes) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time applicable to aircraft owned or operated by Lessee (or, if a Sublease is then in effect, by Sublessee) of the same type as the Aircraft and (y) such amount per occurrence as may have been agreed to on other similar aircraft in its fleet. LESSEE the Delivery Date by the Owner Participant (which shall not discriminate against be less than $150,000,000 per occurrence) and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by Lessee (or, if a Sublease is then in effect, by Sublessee) of the same type as the Aircraft and (B) which is maintained in providing such insuranceeffect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name Lessor, in its individual capacity and as owner trustee, the Indenture Trustee and the Owner Participant (but without imposing on any such parties liability to pay the premiums for such insurance) (and, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the respective interests of Lessor, the Indemnitees Indenture Trustee and the Owner Participant (and, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Lessee (or, if any Sublease is then in effect, any Sublessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure Lessor, the Indenture Trustee and the Owner Participant (and, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Lessee (or, if any Sublease is then in effect, any Sublessee), (iiiC) may provide for self-insurance to the extent permitted by Section 11(d) and (D) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of Lessor, the Indenture Trustee or the Owner Participant (or, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to Lessor, the Indemnitees Indenture Trustee or the Owner Participant (or, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage coverage) after issuance to Lessor, the Indenture Trustee or such lesser time which may the Owner Participant (or, if any Sublease shall be standard in effect, Lessee in its capacity as sublessor under the insurance industry and ten (10) days in the event of nonpayment of premiumSublease), in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; PROVIDED, (iv) shall include coverage for HOWEVER, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as 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 then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by Lessor, the Indenture Trustee or the Owner Participant (or, if any IndemniteeSublease shall be in effect, and Lessee in its capacity as sublessor under the Sublease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No , and (3) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability policy of Lessor or the Indenture Trustee or the Owner Participant (or, if any Sublease shall permit be in effect, Lessee in its capacity as sublessor under the Sublease) to the extent of any deductible moneys due to Lessor, the Indenture Trustee or self-the Owner Participant (or, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease). (II) During any period that the Aircraft is on the ground and not in operation, Lessee may carry or cause to be carried, in lieu of the insurance provision except for baggage as is customary in the industry and such other deductibles only required by clause (I) above, insurance otherwise conforming with the consent provisions of said clause (I) except that (A) the LESSOR, which consent amounts of coverage shall not be unreasonably withheld or delayed, which required to exceed the amounts of public liability and property damage insurance from time to time LESSEE can demonstrate applicable to aircraft owned or operated by Lessee (or, if a Sublease is then in effect, by Sublessee) of the same type as the Aircraft which are standard on the ground and not in comprehensive liability operation; and (B) the scope of the risks covered and the type of insurance andshall be the same as from time to time shall be applicable to aircraft owned or operated by Lessee (or, if a Sublease is then in particulareffect, public liability risks (including, inter alia, contractual liability by Sublessee) of the same type which are on the ground and passenger liability coverage) for U.S. Air Carriers not in the then current United States insurance marketoperation.

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 7.04(a), the Owner will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Lessee's expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by the Owner (or, if a Lease is then in effect, if and to the extent maintained by Lessee) with respect to other aircraft owned or leased, and operated by the Owner (or such Lessee) on the same routes) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to aircraft owned or operated by the Owner (or, if a Lease is then in its fleet. LESSEE shall not discriminate against effect, by Lessee) of the same type as the Aircraft and (y) $[$300,000,000 for 757 and $350,000,000 for A330] per occurrence and (ii) cargo liability insurance, in providing such insurancethe case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by the Owner (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name the Indenture Trustee and the Policy Provider (but without imposing on any such parties liability to pay the premiums for such insurance) (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Indenture Trustee and the Policy Provider (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Owner (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Indenture Trustee and the Policy Provider (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Owner (or, if any Lease is then in effect, any Lessee), (iiiC) may provide for self-insurance to the extent permitted by Section 7.04(d) and (D) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Indenture Trustee or the Policy Provider (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Indenture Trustee or the Policy Provider (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage coverage) after issuance to the Indenture Trustee or such lesser time which may the Policy Provider (or, if any Lease shall be standard in effect, the insurance industry and ten (10) days Owner in its capacity as lessor under the event of nonpayment of premiumLease), in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as 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 then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by the Indenture Trustee or the Policy Provider (or, if any IndemniteeLease shall be in effect, and the Owner in its capacity as lessor under the Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No , and (3) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability policy of the Indenture Trustee or the Policy Provider (or, if any Lease shall permit be in effect, the Owner in its capacity as lessor under the Lease) to the extent of any deductible moneys due to the Indenture Trustee or self-the Policy Provider (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease). (II) During any period that the Aircraft is on the ground and not in operation, the Owner may carry or cause to be carried, in lieu of the insurance provision except for baggage as is customary in the industry and such other deductibles only required by clause (I) above, insurance otherwise conforming with the consent provisions of said clause (I) except that (A) the LESSOR, which consent amounts of coverage shall not be unreasonably withheld or delayed, which required to exceed the amounts of public liability and property damage insurance from time to time LESSEE can demonstrate applicable to aircraft owned or operated by the Owner (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft which are standard on the ground and not in comprehensive liability operation; and (B) the scope of the risks covered and the type of insurance andshall be the same as from time to time shall be applicable to aircraft owned or operated by the Owner (or, if a Lease is then in particulareffect, public liability risks (including, inter alia, contractual liability by Lessee) of the same type which are on the ground and passenger liability coverage) for U.S. Air Carriers not in the then current United States insurance marketoperation.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, at its own expense, with Approved Insurers, public expense (i) comprehensive airline third party legal liability insurance or the equivalent (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, unless otherwise agreed by Lessor) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the AircraftEngine, in amounts per occurrence of an amount, with respect to third party legal liability insurance (including passenger legal liability) other than aircraft war risk and hijacking insurance, not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to engines owned or operated by Lessee of the same type as the Engine and (y) the Minimum Liability Amount, and with respect to aircraft war risk and hijacking insurance, in its fleet. LESSEE shall an amount not discriminate against less than $1,000,000,000 per occurrence and (ii) cargo liability insurance, in the Aircraft case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by Lessee of the same type as the Engine and (B) which is maintained in providing such insurance. Each and any policy effect with insurers of recognized responsibility reasonably acceptable to Lessor.] Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee as additional insureds as their interests may appear be amended to name Lessor (but without imposing upon any obligation imposed upon the insured, including, without limitation, the on Lessor liability to pay any the premiums for any such policiesinsurance) as an additional insured as its interest may appear, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Lessor in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, insure Lessor regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Lessee, and (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any change is made in such insurance which adversely affects the interest of Lessor, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non- payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Lessor for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10coverage) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees issuance to Lessor of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as 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 then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by any IndemniteeLessor, and (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particular, public respect of any liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in of Lessor or any other Additional Insured to the then current United States insurance marketextent of any moneys due to Lessor or such Additional Insured.

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 7.04(a), the Owner will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Lessee's expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by the Owner (or, if a Lease is then in effect, if and to the extent maintained by Lessee) with respect to other aircraft owned or leased, and operated by the Owner (or such Lessee) on the same routes) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to aircraft owned or operated by the Owner (or, if a Lease is then in its fleet. LESSEE shall not discriminate against effect, by Lessee) of the same type as the Aircraft and (y) $150,000,000 per occurrence and (ii) cargo liability insurance, in providing such insurancethe case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by the Owner (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name the Indenture Trustee and the Policy Provider (but without imposing on any such parties liability to pay the premiums for such insurance) (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Indenture Trustee and the Policy Provider (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Owner (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Indenture Trustee and the Policy Provider (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Owner (or, if any Lease is then in effect, any Lessee), (iiiC) may provide for self-insurance to the extent permitted by Section 7.04(d) and (D) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Indenture Trustee or the Policy Provider (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Indenture Trustee or the Policy Provider (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage coverage) after issuance to the Indenture Trustee or such lesser time which may the Policy Provider (or, if any Lease shall be standard in effect, the insurance industry and ten (10) days Owner in its capacity as lessor under the event of nonpayment of premiumLease), in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as 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 then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by the Indenture Trustee or the Policy Provider (or, if any IndemniteeLease shall be in effect, and the Owner in its capacity as lessor under the Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No , and (3) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability policy of the Indenture Trustee or the Policy Provider (or, if any Lease shall permit be in effect, the Owner in its capacity as lessor under the Lease) to the extent of any deductible moneys due to the Indenture Trustee or self-the Policy Provider (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease). (II) During any period that the Aircraft is on the ground and not in operation, the Owner may carry or cause to be carried, in lieu of the insurance provision except for baggage as is customary in the industry and such other deductibles only required by clause (I) above, insurance otherwise conforming with the consent provisions of said clause (I) except that (A) the LESSOR, which consent amounts of coverage shall not be unreasonably withheld or delayed, which required to exceed the amounts of public liability and property damage insurance from time to time LESSEE can demonstrate applicable to aircraft owned or operated by the Owner (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft which are standard on the ground and not in comprehensive liability operation; and (B) the scope of the risks covered and the type of insurance andshall be the same as from time to time shall be applicable to aircraft owned or operated by the Owner (or, if a Lease is then in particulareffect, public liability risks (including, inter alia, contractual liability by Lessee) of the same type which are on the ground and passenger liability coverage) for U.S. Air Carriers not in the then current United States insurance marketoperation.

Public Liability and Property Damage Insurance. LESSEE (i) Except as provided in clause (ii) of this Section 3.4(a), and subject to self- insurance to the extent permitted by Section 3.4(e) hereof at all times, such Grantor will carry or cause to be carried with respect to each Aircraft and maintain in effect, each Spare Engine at its own expense, with Approved Insurers, public or any Permitted Lessee’s expense (A) comprehensive airline liability insurance (including, without limitation, contractual liabilitypassenger, and passenger legal liability)contractual, bodily injury, and property damage liability and product liability) insurance with respect to the Aircraft(exclusive of Manufacturer’s product liability insurance), (B) cargo liability insurance and (C) war risk liability insurance in amounts each case (I) in an amount per occurrence of not less than the Minimum Liability Coverage, or such greater of (x) the amounts as LESSEE may carry of comprehensive airline liability insurance from time to time on other similar applicable per occurrence to aircraft in its fleet. LESSEE shall not discriminate against and engines owned or leased and operated by such Grantor of the same type as such Aircraft in providing and such insurance. Each Spare Engines and any policy (y) the Minimum Liability Insurance Amount, (II) of insurance carried in accordance with this Subsection the same type (Asubject, however, to Section 3.4(h)) and covering at least the same risks as from time to time are applicable to aircraft and engines owned or leased and operated by the Grantors of the same type as such Aircraft and such Spare Engines, and each (III) which is maintained in effect with insurers (or reinsurers) of nationally or internationally recognized reputation and reasonably believed to be financially sound. (ii) During any policy obtained period that an Airframe, Engine, Propeller or Spare Engine, as the case may be, is on the ground and not in substitution operation, such Grantor may carry or replacement for any cause to be carried as to such non-operating property, in lieu of such policies, the insurance required by clause (i) above, and subject to the self-insurance to the extent permitted by Section 3.4(e) hereof, insurance by insurers of recognized reputation and reasonably believed to be financially sound otherwise conforming with the provisions of clause (i) except that (A) the amounts of coverage shall designate each Indemnitee not be required to exceed the amounts of comprehensive airline liability insurance from time to time applicable to property owned or leased by such Grantor of the same type as additional insureds such non-operating property and which is on the ground and not in operation; and (B) the scope of the risks covered and the type of insurance shall be the same as their interests may appear from time to time shall be applicable to property owned or leased by such Grantor of the same type as such non-operating property and which is on the ground and not in operation. (but without imposing upon any obligation imposed upon the insurediii) Such Grantor will carry or cause to be carried at all times comprehensive airline liability insurance, including, without limitation, the property damage liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests Pledged Spare Parts, which is (A) of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective amount and scope as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt customarily maintained by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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 the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate similar corporations engaged in the same manner or similar business and similarly situated as if there were a separate policy covering each insured. No liability policy shall permit such Grantor for property similar to the Pledged Spare Parts, (B) maintained in effect with insurers (or reinsurers) of nationally or internationally recognized reputation and reasonably believed to be financially sound and (C) with such retentions as such Grantor customarily maintains (provided, however, that any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent retention or deductible shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketexceed $[1,000,000] per occurrence).

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 3.6(a), the Company will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Lessee’s expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by the Company (or any Lessee) with respect to other aircraft owned or leased, and operated by the Company (or such Lessee) on the same routes, or if the Company (or any Lessee) shall at any time operate the Aircraft, the Airframe or any Engine in any war zone or area of recognized or threatened hostilities) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the per occurrence amount of public liability and property damage insurance from time to time on other similar applicable to aircraft in its fleet. LESSEE shall not discriminate against owned or operated by the Company of the same type as the Aircraft and (y) the amount set forth in providing such Section 8.19 of the Credit Agreement, and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by the Company of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee as additional insureds as their interests may appear be amended to name the Collateral Agent (but without imposing upon on any obligation imposed upon the insured, including, without limitation, the such party liability to pay any the premiums for such insurance) (and, if any such policiesLease shall be in effect, but the Indemnitees shall have Company in its capacity as lessor under the right to pay such premiums if it shall so elect)Lease) as an additional insured as its interest may appear, and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Collateral Agent (and, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Company (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Collateral Agent (and, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Company (or, if any Lease is then in effect, any Lessee), (iiiC) may provide for self-insurance to the extent permitted by Section 3.6(d) and (D) shall provide that, except to the extent not provided for by the Company’s war risk and hijacking insurance provider in the event that the Company maintains war risk and hijacking insurance required above, if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Collateral Agent (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Collateral Agent (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in coverage) after issuance to the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees Collateral Agent of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as 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 then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by the Collateral Agent or the Noteholders (or, if any IndemniteeLease shall be in effect, and the Company in its capacity as lessor under the Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured, and (3) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Collateral Agent or the Noteholders (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) to the extent of any moneys due to the Collateral Agent (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease). No liability policy shall permit any deductible To the extent that the Company maintains war risk and hijacking insurance and the Company’s war risk and hijacking insurance provider does not provide for the provision of direct notice to the Collateral Agent of cancellation, material change or self-insurance provision except for baggage as is customary lapse in the industry insurance required hereunder, the Company hereby agrees that upon receipt of notice of any thereof from such insurance provider it shall give the Collateral Agent immediate notice of each cancellation or lapse of, or material change to, such insurance. (II) During any period that the Aircraft is on the ground and such other deductibles only not in operation, the Company may carry or cause to be carried, in lieu of the insurance required by clause (I) above, insurance otherwise conforming with the consent provisions of said clause (I) except that (A) the LESSOR, which consent amounts of coverage shall not be unreasonably withheld or delayed, which required to exceed the amounts of public liability and property damage insurance from time to time LESSEE can demonstrate applicable to aircraft owned or operated by the Company of the same type as the Aircraft and which are standard on the ground and not in comprehensive liability operation; and (B) the scope of the risks covered and the type of insurance and, shall be the same as from time to time shall be applicable to aircraft owned or operated by the Company of the same type which are on the ground and not in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketoperation.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, at its own expense, with Approved Insurers, public expense (i) comprehensive airline third party legal liability insurance or the equivalent (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, unless otherwise agreed by Lessor) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the AircraftEngine, in amounts per occurrence of an amount, with respect to third party legal liability insurance (including passenger legal liability) other than aircraft war risk and hijacking insurance, not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to engines owned or operated by Lessee of the same type as the Engine and (y) the Minimum Liability Amount, and with respect to aircraft war risk and hijacking insurance, in its fleetan amount not less than $*** per occurrence and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by Lessee of the same type as the Engine and (B) which is maintained in effect with insurers of recognized responsibility reasonably acceptable to Lessor. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee as additional insureds as their interests may appear be amended to name Lessor (but without imposing upon any obligation imposed upon the insured, including, without limitation, the on Lessor liability to pay any the premiums for any such policiesinsurance) as an additional insured as its interest may appear, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Lessor in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, insure Lessor regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Lessee, and (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any change is made in such insurance which adversely affects the interest of Lessor, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Lessor for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10coverage) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees issuance to Lessor of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as 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 then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by any IndemniteeLessor, and (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particular, public respect of any liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in of Lessor or any other Additional Insured to the then current United States insurance marketextent of any moneys due to Lessor or such Additional Insured.

Public Liability and Property Damage Insurance. LESSEE will carry (a) Lessee shall maintain, throughout the Term of the Lease and maintain in effect, at its own expensecost, with Approved Insurersinsurance for the mutual benefit of Lessor, public liability insurance Lessee and the Indemnified Parties against (includingi) all claims for personal injury, without limitation, contractual liability, and passenger legal liability), death and property damage arising out of and in connection with Lessee’s use or occupancy of the Premises, naming Lessor as an additional insured and sole loss payee, as applicable, and having bodily injury policy limits of not less than FIVE MILLION DOLLARS ($5,000,000.00) per person and FIVE MILLION DOLLARS ($5,000,000.00) per occurrence in the aggregate and property damages limits of not less than TWO MILLION DOLLARS ($2,000,000.00) per occurrence in the aggregate; (ii) all claims of employees working in or at the Premises under appropriate worker’s compensation and employer’s liability insurance with respect to the Aircraft, extent and in form and amount required by law; (iii) general liability insurance in amounts per occurrence reasonably acceptable to Lessor; (iv) macadamia nut tree insurance, naming Lessor as an additional insured party and having property damages limits of not less than the Minimum Liability Coverage, or such greater amounts current macadamia nut tree insurance in effect as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection (A), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, date hereof; (v) shall provide thatall contractual liabilities assumed by Lessee under Sections 8.02 and 8.03 (including no less than three (3) year tail coverage); and (vi) insurance against damage to the irrigation system, naming Lessor as against an additional insured party and having property damages limits of not less than the Indemnitees, current insurance in effect as of the insurer shall waive any rights date hereof. (b) All policies of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have insurance required to be subrogated to provided by Lessee under this Section 9.01 shall: (1) Include an endorsement providing that inclusion of more than one entity as insured under any such policy shall in no way prejudice the right of any other insured against entity as respects any claim, demand, suit or judgment made or brought by or in favor of any other insured entity, so that the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate protect each entity in the same manner as if there were though a separate policy covering had been issued to each entity; (2) Include an endorsement providing that Lessor, although named as an insured. No liability policy , shall permit be entitled to recover under the policies for any deductible loss to Lessor, or self-insurance provision except for baggage as is customary Lessor’s employees, agents, or contractors (and other Indemnified Parties), notwithstanding the negligence of Lessee. (3) Cover the whole of the Premises, and the business operated by Lessee and/or any further sublessee within the Premises and any act or omission of any employee of Lessee and any event involving any employee of Lessee which occurs at any other portion of the Premises and which occurs in the industry and course of such other deductibles only employee’s employment with Lessee. (4) Acknowledge the consent indemnity obligations of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketLessee under Article VIII.

Public Liability and Property Damage Insurance. LESSEE will carry Sublessee shall at all times procure and maintain in effect, at its is own expense, with Approved Insurers, expense policies of public liability insurance (including, without limitationlimiting the generality of the foregoing, contractual liability, and passenger legal liability), liability insurance) and property damage insurance (exclusive of manufacturer's product liability insurance), including, without limiting the generality of the foregoing, aircraft liability, aircraft passenger liability, contractual liability and cargo and baggage liability and property damage liability, with respect to the Aircraft, Airframe and Engines (a) in amounts per occurrence of which are not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry from time public liability and property damage liability insurance applicable to time on other similar aircraft and engines which comprise Sublessee's fleet; (b) of the types usually carried by United States commercial air carriers and in its fleetno event less than the limit of liability set forth on Schedule 1 hereto and (c) which is maintained in effect with insurers of recognized responsibility and reasonably acceptable to Sublessor. LESSEE With respect to the insurance described in this clause, Sublessee may self-insure by way of deductible, franchise or similar provision in such insurance policies, the risk required to be insured against pursuant to the first sentence in this Section 8.1. The amount of such self-insurance shall not discriminate against the Aircraft in providing exceed $_________ for any one occurrence. All such insurance. Each and any policy policies of insurance carried in accordance with this Subsection Section 8.1 shall (A) name Head Lessor of the Airframe as owner of the Airframe and Sublessor and each Owner and Lender (if any) as additional named insureds (the "Additional Insureds"), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their respective interests may appear (but without imposing upon any such parties any obligation imposed upon the insured, including, without limitation, including the liability to pay any the premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests of the Indemnitees Sublessor and each Head Lessor, Owner and Lender (if any) in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), Sublessee and shall insure, insure the Additional Insureds as their interests may appear regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Sublessee, (iiiC) shall provide that if such insurance is canceled to be cancelled for any reason whatsoeverwhatever, or any material change is to be made in the coverage which materially adversely changed in any way with respect to affects the interests of the Indemnitees, Additional Insureds or if such insurance is may be allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees Additional Insureds for thirty (30) 30 days (seven (7) ten days in the case of cancellation for non-payment and seven days or such shorter period as may be generally available in case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10coverage) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent is given to the Indemnitees Additional Insureds from such insurers of such prospective cancellation, change or lapse, (ivD) shall include coverage for any country in which the Aircraft is locatedbe effective with respect to both domestic and international operation, (vE) shall provide that, as against that the Indemnitees, the insurer insurers shall waive any rights of set-offright to any setoff, recoupment or 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 the Indemnitees, with respect to the Aircraft, (viF) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) the liability of the insurer under such policy, shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in , (G) provide that the industry and such other deductibles only with the consent of the LESSOR, which consent Additional Insureds shall not be unreasonably withheld or delayedliable for any insurance premium, (H) be primary and without right of contribution from other insurance which from time may provide coverage to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks the Additional Insureds and (including, inter alia, contractual liability and passenger liability coverageI) for U.S. Air Carriers in expressly provide that the then current United States insurance marketinsurers shall waive any rights of subrogation against the Additional Insureds.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own expense- 73 - 75 such notice period is not reasonably obtainable, with Approved Insurers, public liability insurance (including, without limitation, contractual liability, and passenger legal liability), and property damage insurance with respect to the Aircraft, in amounts per occurrence of not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection (A), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) policies shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests as long a period of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse prior notice as shall not then be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapsereasonably obtainable, (iv) shall include coverage for any country in or over which the Aircraft is locatedlocated or operated, and (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender and the other Indemnitees, the 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, Foreign Lessor, Foreign Lessee, Foreign Lender or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured, provided, that such policies shall not operate to increase the insurer's limit of liability. No Lessee shall cause its insurers to agree that the indemnity and hold harmless provisions of Section 13 are insured as a contractual assumption of liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in by Lessee's insurers, subject to the industry terms, coverage, conditions, limitations and such other deductibles only with the consent exclusions of the LESSORpolicy of insurance. Without limiting the foregoing, which consent the type and amount of the insurance carried by Lessee hereunder shall not be unreasonably withheld no less in amount and no less comprehensive or delayedfavorable to Lessor, which from time Owner Participant, Indenture Trustee and the other Indemnitees then that carried by Lessee with respect to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketother A320-231 aircraft or similar-size aircraft owned or leased by Lessee.

Public Liability and Property Damage Insurance. LESSEE will carry and maintain in effectLessee will, at its Lessee's own expense, with Approved Insurers, public maintain or cause to be maintained and keep in full force and effect liability insurance in respect of the Airship (including, without limitation, contractual liability, including any Engines or engines and passenger legal liability), and property damage insurance with respect to the Aircraft, in amounts per occurrence of not less than the Minimum Liability Coverage, Propellers or such greater amounts as LESSEE may carry propellers installed from time to time on the Gondola) in such amounts and against such risks as Lessor may from time to time require, and in particular public liability risks (including, inter alia, contractual liability (including without limitation the indemnification obligations of Lessee hereunder), product liability and passenger liability coverage and coverage against claims by employees (greater than or other similar aircraft than claims covered by Lessee's workers' compensation insurance), agents or subcontractors of Lessee or by their respective dependents and by other third parties) and property damage insurance in its fleet. LESSEE shall not discriminate against all cases with respect to or arising out of the Aircraft in providing such insurance. Each servicing, maintenance, use, operation, ownership or leasing of the Airship (and any policy Engines or engines and Propellers or propellers from time to time affixed to the Gondola), including any part attached thereto not belonging to Lessor, and the Night Sign and any Engines, Propellers and Spare Equipment for the time being not affixed to the Gondola or the Envelope; provided, however, that all such insurance shall be: (i) in the minimum amounts of $150,000,000 per occurrence, which number shall from time to time be adjusted (a) as necessary to be equal to or greater than that customary in the industry generally or (b) as shall be agreed to by Lessor to the extent the Airship is not operational; (ii) of the types usually carried by corporations engaged in the same or a similar business, similarly situated with Lessee and owning or operating similar airships and engines and which cover risks of the kind customarily insured against by such corporations; and (iii) carried with such insurers of recognized reputation and responsibility as Lessor may from time to time approve. Any policies of insurance carried in accordance with this Subsection Section 13(a): (A), ) shall provide that neither Lessor nor any Indemnitee shall be liable for any insurance premium; (B) shall be amended to name Lessor and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each other Indemnitee as additional insureds as their interests may appear insureds; (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiC) shall expressly provide that, in respect of the interests interest of the Indemnitees Lessor and each other Indemnitee in such policies, the such insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), Lessee and shall insure, insure Lessor and each other Indemnitee regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any representation, warranty, declaration or condition contained in such policies, policies by Lessee or any other Person; (iiiD) shall provide that that, if such insurance is canceled cancelled for any reason whatsoever, whatsoever or any material change is adversely changed made in any way with respect to the interests of the Indemniteespolicy terms or conditions, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim Lessor 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 the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance market.Indemnitee for

Public Liability and Property Damage Insurance. LESSEE will carry and maintain in effectCarry or cause to be carried with insurers of recognized responsibility acceptable to the Lender (i) with respect to each Aircraft, at its own expense, with Approved Insurers, aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability), contractual liability and, to the extent war risk insurance is required by Section 6.6(b) hereof, war risk liability) insurance and property damage insurance with respect to the Aircraft(exclusive of manufacturer's product liability insurance) and (ii) cargo liability insurance, in amounts per occurrence each such case of not less than a type, covering the Minimum Liability Coverage, or such greater amounts as LESSEE may carry risks and in scope and amount consistent from time to time on other similar aircraft in its fleetwith prudent industry custom and practice. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy All policies of insurance carried in accordance with this Subsection (A), and each Section 6.6(a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name the Lender (and, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease) as additional insureds as their respective interests may appear (but without imposing upon any obligation imposed upon on the insured, including, without limitation, the Lender liability to pay any the premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so electinsurance), and (iiB) shall expressly provide that, that in respect of the interests of the Indemnitees Lender in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE Borrower (or, if any Aircraft Lease is then in effect, any lessee or any other Person (other than the Indemnitees, each for their respective interests), sublessee) and shall insureinsure the Lender (and, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Borrower (or, if any Aircraft Lease is then in effect, any lessee or sublessee), and (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance that adversely affects the interest of the Lender (or, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Lender (or, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10coverage) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees Lender (and, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease), respectively, of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as 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 then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be that is carried by the Lender (or, if any IndemniteeAircraft Lease shall be in effect, and the Borrower in its capacity as lessor under the Aircraft Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particularrespect of any liability of (and shall waive any right of subrogation against) the Lender (or, public liability risks if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease) to the extent of any moneys due to the Lender (includingor, inter aliaif any Aircraft Lease shall be in effect, contractual liability and passenger liability coverage) for U.S. Air Carriers the Borrower in its capacity as lessor under the then current United States insurance marketAircraft Lease).

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection (A)higher amount, and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), type and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide thatterms, as against the Indemniteesare customarily carried by prudent Certificated Air Carriers, the 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 the Indemnitees76 permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured, provided, that such policies shall not operate to increase the insurer's limit of liability. No Lessee shall cause its insurers to agree that the indemnity and hold harmless provisions of Section 13 are insured as a contractual assumption of liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in by Lessee's insurers, subject to the industry terms, coverage, conditions, limitations and such other deductibles only with the consent exclusions of the LESSORpolicy of insurance. Without limiting the foregoing, which consent the type and amount of the insurance carried by Lessee hereunder shall not be unreasonably withheld no less in amount and no less comprehensive or delayedfavorable to Lessor, which from time Owner Participant, Indenture Trustee and the other Indemnitees then that carried by Lessee with respect to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketother A320-231 aircraft or similar-size aircraft owned or leased by Lessee.

Public Liability and Property Damage Insurance. LESSEE Sublessee will carry and maintain in effect, at its own expense, with Approved Insurers, public expense (i) comprehensive airline third party legal liability insurance or the equivalent (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, unless otherwise agreed by Sublessor) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount, with respect to third party legal liability insurance (including passenger legal liability) other than aircraft war risk and hijacking insurance, not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to aircraft in its fleet. LESSEE shall not discriminate against owned or operated by Sublessee of the same type as the Aircraft and (y) the Minimum Liability Amount, and with respect to aircraft war risk and hijacking insurance, in providing such an amount not less than $*** per occurrence and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by Sublessee of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility reasonably acceptable to Sublessor. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name Sublessor, Head Lessor in its individual capacity and as owner trustee, and the Owner Participant (but without imposing on any such parties liability to pay the premiums for such insurance) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the respective interests of Sublessor, the Indemnitees Head Lessor and the Owner Participant in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Sublessee or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure each of Sublessor, Head Lessor and the Owner Participant regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Sublessee, and (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any change is made in such insurance which adversely affects the interest of Sublessor, Head Lessor or the Owner Participant, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to Sublessor, Head Lessor or the Indemnitees Owner Participant for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage coverage) after issuance to Sublessor, Head Lessor or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium)Owner Participant, in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as 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 then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by any IndemniteeSublessor, and Head Lessor or the Owner Participant, (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particularrespect of any liability of Sublessor, public liability risks (includingHead Lessor, inter aliain its individual capacity or as owner trustee or the Owner Participant to the extent of any moneys due to Sublessor, contractual liability and passenger liability coverage) for U.S. Air Carriers in Head Lessor or the then current United States insurance marketOwner Participant.

Public Liability and Property Damage Insurance. LESSEE (i) Except as provided in clause (ii) of this Section 11(a), and subject to the provisions of Section 11 (d) hereof permitting self-insurance, Lessee will carry and maintain in effect, or cause to be carried at its own or any Sublessee's expense, with Approved Insurers, public comprehensive airline liability insurance (including, without limitation, contractual liabilitycontractual, and passenger legal liability), bodily injury and property damage liability) insurance with respect to the Aircraft, in amounts per occurrence (exclusive of not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such manufacturer's product liability insurance. Each and any policy of insurance carried in accordance with this Subsection (A), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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 the Indemnitees, with respect to the Aircraft, (viA) shall provide war risk and allied perils coverage pursuant to in an amount not less than the AVN52 extended coverage endorsement or its equivalent, and greater of (vii) shall insure (to the extent of the risks covered by the policies1) the indemnity provisions amounts of Section 14. Each comprehensive airline liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard applicable to aircraft owned or leased, and operated by Lessee of the same type as the Aircraft and (2) an amount per occurrence not less than the amount per occurrence set forth in comprehensive the Certificate of Insurance of Aircraft Hull and Liability Insurance delivered by Alexander & Alexander of Texas, Inc. to Lessor and each owner Participant on the Delivery Date, (B) of the type and covering the same risks as from time to time applicable to aircraft owned or leased and operated by Lessee of the same type as the Aircraft and (C) which is maintained in effect with insurers of recognized reputation and responsibility. Lessee shall also maintain, or cause to be maintained at its or any Sublessee's expense, cargo legal liability insurance andin an amount and on such terms as maintained for similar aircraft owned or leased and operated by Lessee. (ii) During any period that the Airframe or an Engine while temporarily removed from the Aircraft and not replaced by similar components, as the case may be, is on the ground and not in operation, Lessee may carry or cause to be carried as to such non-operating property, in particularlieu of the insurance required by clause (i) above, public and subject to the provisions of section 11(d) hereof permitting self-insurance, insurance by insurers of recognized reputation and responsibility otherwise conforming with the provisions of said clause (i) except that (A) the amounts of coverage shall not be required to exceed the amounts of comprehensive airline liability risks insurance from time to time applicable to property owned Federal Express Boeing 727-2D4 N362PA or leased by Lessee of the same or similar type as such nonoperating property and which is on the ground and not in operation, and (including, inter alia, contractual liability B) the scope of the risk covered and passenger liability coverage) for U.S. Air Carriers the type of insurance shall be the same as from time to time shall be applicable to property owned or leased by Lessee of the same or similar type as such non-operating property and which is on the ground and not in the then current United States insurance marketoperation.

Public Liability and Property Damage Insurance. LESSEE Sublessee will carry and maintain in effect, at its own expense, with Approved Insurers, public expense (i) comprehensive airline third party legal liability insurance or the equivalent (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, unless otherwise agreed by Sublessor) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount, with respect to third party legal liability insurance (including passenger legal liability) other than aircraft war risk and hijacking insurance, not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to aircraft in its fleet. LESSEE shall not discriminate against owned or operated by Sublessee of the same type as the Aircraft and (y) the Minimum Liability Amount, and with respect to aircraft war risk and hijacking insurance, in providing such an amount not less than $1,000,000,000 per occurrence and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by Sublessee of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility reasonably acceptable to Sublessor. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate be amended to name Sublessor, Head Lessor in its individual capacity and as owner trustee, each Indemnitee Additional Insured and the Owner Participant (but without imposing on any such parties liability to pay the premiums for such insurance) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the respective interests of Sublessor, the Indemnitees Head Lessor, the Additional Insureds and the Owner Participant in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Sublessee or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure each of Sublessor, Head Lessor, the Additional Insureds and the Owner Participant regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Sublessee, and (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any change is made in such insurance which adversely affects the interest of Sublessor, Head Lessor, the Indenture Trustee or the Owner Participant, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to Sublessor, Head Lessor or the Indemnitees Owner Participant for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage coverage) after issuance to Sublessor, Head Lessor, the Indenture Trustee or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium)Owner Participant, in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as 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 then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by Sublessor, Head Lessor, any IndemniteeAdditional Insured or the Owner Participant, and (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particularrespect of any liability of Sublessor, public liability risks (includingHead Lessor, inter aliain its individual capacity or as owner trustee, contractual liability and passenger liability coverage) for U.S. Air Carriers in any Additional Insured or the then current United States insurance marketOwner Participant to the extent of any moneys due to Sublessor, Head Lessor, any Additional Insured or the Owner Participant.

Public Liability and Property Damage Insurance. LESSEE will carry Sublessee shall at all times procure and maintain in effect, at its is own expense, with Approved Insurers, expense policies of public liability insurance (including, without limitationlimiting the generality of the foregoing, contractual liability, and passenger legal liability), liability insurance) and property damage insurance (exclusive of manufacturer's product liability insurance), including, without limiting the generality of the foregoing, aircraft liability, aircraft passenger liability, contractual liability and cargo and baggage liability and property damage liability, with respect to the Aircraft, Airframe and Engines (a) in amounts per occurrence of which are not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry from time public liability and property damage liability insurance applicable to time on other similar aircraft and engines which comprise Sublessee's fleet; (b) of the types usually carried by United States commercial air carriers and in its fleetno event less than the limit of liability set forth on Schedule 1 hereto and (c) which is maintained in effect with insurers of recognized responsibility and reasonably acceptable to Sublessor. LESSEE With respect to the insurance described in this clause, Sublessee may self-insure by way of deductible, franchise or similar provision in such insurance policies, the risk required to be insured against pursuant to the first sentence in this Section 8.1. The amount of such self-insurance shall not discriminate against the Aircraft in providing exceed $_______ for any one occurrence. All such insurance. Each and any policy policies of insurance carried in accordance with this Subsection Section 8.1 shall (A) name Head Lessor of the Airframe as owner of the Airframe and Sublessor and each Owner and Lender (if any) as additional named insureds (the "Additional Insureds"), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their respective interests may appear (but without imposing upon any such parties any obligation imposed upon the insured, including, without limitation, including the liability to pay any the premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests of the Indemnitees Sublessor and each Head Lessor, Owner and Lender (if any) in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), Sublessee and shall insure, insure the Additional Insureds as their interests may appear regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Sublessee, (iiiC) shall provide that if such insurance is canceled to be cancelled for any reason whatsoeverwhatever, or any material change is to be made in the coverage which materially adversely changed in any way with respect to affects the interests of the Indemnitees, Additional Insureds or if such insurance is may be allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees Additional Insureds for thirty (30) 30 days (seven (7) ten days in the case of cancellation for non-payment and seven days or such shorter period as may be generally available in case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10coverage) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent is given to the Indemnitees Additional Insureds from such insurers of such prospective cancellation, change or lapse, (ivD) shall include coverage for any country in which the Aircraft is locatedbe effective with respect to both domestic and international operation, (vE) shall provide that, as against that the Indemnitees, the insurer insurers shall waive any rights of set-offright to any setoff, recoupment or 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 the Indemnitees, with respect to the Aircraft, (viF) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) the liability of the insurer under such policy, shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in , (G) provide that the industry and such other deductibles only with the consent of the LESSOR, which consent Additional Insureds shall not be unreasonably withheld or delayedliable for any insurance premium, (H) be primary and without right of contribution from other insurance which from time may provide coverage to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks the Additional Insureds and (including, inter alia, contractual liability and passenger liability coverageI) for U.S. Air Carriers in expressly provide that the then current United States insurance marketinsurers shall waive any rights of subrogation against the Additional Insureds.

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 7.04(a), the Owner will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Lessee's expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by the Owner (or, if a Lease is then in effect, if and to the extent maintained by Lessee) with respect to other aircraft owned or leased, and operated by the Owner (or such Lessee) on the same routes) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to aircraft owned or operated by the Owner (or, if a Lease is then in its fleet. LESSEE shall not discriminate against effect, by Lessee) of the same type as the Aircraft and (y) $400,000,000 per occurrence and (ii) cargo liability insurance, in providing such insurancethe case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by the Owner (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee as additional insureds as their interests may appear be amended to name the Indenture Trustee (but without imposing upon any obligation imposed upon the insured, including, without limitation, the on such party liability to pay any the premiums for such insurance) (and, if any such policiesLease shall be in effect, but the Indemnitees shall have Owner in its capacity as lessor under the right to pay such premiums if it shall so elect)Lease) as an additional insured as its interest may appear, and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Indenture Trustee (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Owner (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Indenture Trustee (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Owner (or, if any Lease is then in effect, any Lessee), (iiiC) may provide for self-insurance to the extent permitted by Section 7.04(d) and (D) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Indenture Trustee (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Indenture Trustee (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may coverage) after issuance to the Indenture Trustee (or, if any Lease shall be standard in effect, the insurance industry and ten (10Owner in its capacity as lessor under the Lease) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as 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 then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by the Indenture Trustee (or, if any IndemniteeLease shall be in effect, and the Owner in its capacity as lessor under the Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No , and (3) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability policy of the Indenture Trustee (or, if any Lease shall permit be in effect, the Owner in its capacity as lessor under the Lease) to the extent of any deductible moneys due to the Indenture Trustee (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease). (II) During any period that the Aircraft is on the ground and not in operation, the Owner may carry or self-cause to be carried, in lieu of the insurance provision except for baggage as is customary in the industry and such other deductibles only required by clause (I) above, insurance otherwise conforming with the consent provisions of said clause (I) except that (A) the LESSOR, which consent amounts of coverage shall not be unreasonably withheld or delayed, which required to exceed the amounts of public liability and property damage insurance from time to time LESSEE can demonstrate applicable to aircraft owned or operated by the Owner (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft which are standard on the ground and not in comprehensive liability operation; and (B) the scope of the risks covered and the type of insurance andshall be the same as from time to time shall be applicable to aircraft owned or operated by the Owner (or, if a Lease is then in particulareffect, public liability risks (including, inter alia, contractual liability by Lessee) of the same type which are on the ground and passenger liability coverage) for U.S. Air Carriers not in the then current United States insurance marketoperation.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection (A)higher amount, and each and any policy obtained in substitution or replacement for any of such policiestype and terms, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insuredare customarily carried by prudent Certificated Air Carriers, includingsimilarly situated to Lessee, without limitationoperating aircraft of similar -76- 82 Participant, the liability to pay any premiums for any such policiesgeneral partners of Owner Participant, but Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender and the Indemnitees shall have the right to pay such premiums if it shall so elect)other Indemnitees, and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemniteestheir respective permitted assigns, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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, the general partners of Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, the general partners of Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured, provided, that such policies shall not operate to increase the insurer's limit of liability. No Lessee shall cause its insurers to agree that the indemnity and hold harmless provisions of Section 13 are insured as a contractual assumption of liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in by Lessee's insurers, subject to the industry terms, coverage, conditions, limitations and such other deductibles only with the consent exclusions of the LESSORpolicy of insurance. Without limiting the foregoing, which consent the type and amount of the insurance carried by Lessee hereunder shall not be unreasonably withheld no less in amount and no less comprehensive or delayedfavorable to Lessor, which from time Owner Participant, the general partners of Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender and the other Indemnitees than that carried by Lessee with respect to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketother A320-231 aircraft or similar-size aircraft owned or leased by Lessee.

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 2.07(a), the Borrower will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, public or any Lessee’s expense (i) liability insurance (including, without limitation, contractual liability, and passenger legal liability), and third party legal liability including property damage insurance with respect but excluding manufacturers’ product liability and cargo liability, including if and to the Aircraftextent the same is maintained by the Borrower (or, if a Lease is then in amounts per occurrence of effect, if and to the extent maintained by Lessee) War and allied perils in an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the combined single limit from time to time on other similar applicable to aircraft owned or operated by the Borrower or any Subsidiary Guarantor (or, if a Lease is in its fleet. LESSEE shall not discriminate against effect, by the Lessee) and (y) a combined single limit of $150,000,000 of the type and covering the same risks as from time to time applicable to aircraft or engines owned or operated by the Borrower (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft and Engines and which is maintained in providing such insuranceeffect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate be endorsed to name the Collateral Agent and each Indemnitee Lender (but without imposing on any such parties liability to pay the premiums for such insurance) (and, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Collateral Agent and each Lender (and, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Borrower (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Collateral Agent (and, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Borrower (or, if any Lease is then in effect, any Lessee), (iiiC) shall provide that that, except to the extent not provided for by the Borrower’s war risk, hijacking and related perils insurance provider, if the Borrower maintains war risk, hijacking and related perils insurance, if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Collateral Agent or any Lender (or, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Collateral Agent or such Lender (or, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may coverage) after issuance to the Collateral Agent and each Lender (or, if any Lease shall be standard in effect, the insurance industry and ten (10) days Borrower in its capacity as lessor under the event of nonpayment of premiumLease), in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (ivD) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the 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 the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be is carried by the Collateral Agent or any IndemniteeLender (or, and if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease), (E) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured, and (F) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Collateral Agent or any Lender (or, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease) to the extent of any moneys due to the Collateral Agent or any Lender (or, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease). No To the extent that the Borrower maintains war risk, hijacking and related perils liability policy shall permit any deductible insurance and the Borrower’s war risk, hijacking and related perils liability insurance provider does not provide for provision of direct notice to the Collateral Agent and each Lender of cancellation, material change or self-insurance provision except for baggage as is customary lapse in the industry insurance required hereunder, the Borrower hereby agrees that upon receipt of notice of any thereof from such insurance provider it shall give the Collateral Agent and each Lender immediate notice of each cancellation or lapse of, or material change to, such other deductibles only insurance. (II) During any period that an Aircraft or Engine is on the ground and not in operation, the Borrower may carry or cause to be carried, in lieu of the insurance required by clause (I) above, insurance otherwise conforming with the consent provisions of said clause (I) except that (A) the LESSOR, which consent amounts of coverage shall not be unreasonably withheld or delayed, which required to exceed the amounts of liability insurance from time to time LESSEE can demonstrate applicable to aircraft or engines owned or operated by the Borrower of the same type as such Aircraft or Engine which are standard on the ground and not in comprehensive liability operation; and (B) the scope of the risks covered and the type of insurance and, shall be the same as from time to time shall be applicable to aircraft or engines owned or operated by the Borrower of the same type which are on the ground and not in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketoperation.