Common use of Reinsurance Clause in Contracts

Reinsurance. If reinsurance is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”

Reinsurance. If reinsurance with reinsurers acceptable to Lessor acting reasonably is required to be maintained, all reinsurances must and such reinsurance will: (ai) be on the same terms as the original Insurances, insurances and will include the provisions of this Schedule; (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (cii) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, that the reinsurers reinsurers’ liability will be liable to make payment such payments as would have fallen due under the relevant policy of reinsurance as if the reinsured party had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, policies in respect of which the then relevant policy of reinsurance has been effected; and (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (eiii) contain a “cut cut-through” clause in the following terms form (or otherwise satisfactory to Lessor: ): “The reinsurers Reinsurers and the Reinsured hereby mutually agree that that, in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim whereclaim, as provided by the [Lease]Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the person(s) Person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredReinsured, its successors in interest and assigns, assigns pay to the person(s) Person named as sole loss payee(s) payee under the primary insurances effected by the Insured Reinsured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall ; subject to such provisions not contravene contravening any law, statute or decree Law of [insert country the State of primary insurer].Incorporation;”

Reinsurance. If reinsurance is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, (b) reinsure not less than 98% Copies of all risks retrocession and reinsurance agreement pursuant to which a Company Subsidiary has ceded, transferred, reinsured or assumed any obligations or liabilities under any reinsurance or insurance agreement with respect to which such Company Subsidiary has booked any liability or recoverable or under which such Company Subsidiary has any contingent liabilities or rights (collectively, the “Company Reinsurance Agreements”) have been provided or made available to Parent. Each Company Reinsurance Agreement is in full force and effect, except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such other amount Company Reinsurance Agreement is a valid and binding agreement of the applicable Company Subsidiary, enforceable against such Company Subsidiary in accordance with its terms (except as Lessor may agree), (c) provide that notwithstanding the be limited by bankruptcy, insolvency, liquidationmoratorium, or other similar proceedings laws affecting or relating to enforcement of creditors’ rights generally, or by principles of equity, none of which conditions, to the reinsured partyKnowledge of the Company, exist as of the reinsurers will date hereof). To the Knowledge of the Company, each Company Reinsurance Agreement is a valid and binding obligation of each other party thereto, enforceable against such party in accordance with the terms of such Company Reinsurance Agreement (except as may be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policylimited by bankruptcy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss insolvency, moratorium, or other claim wheresimilar laws affecting or relating to enforcement of creditors’ rights generally, or by principles of equity, none of which conditions, to the Knowledge of the Company, exist as provided of the date hereof). (b) Each Company Subsidiary party to a Company Reinsurance Agreement pursuant to which a Company Subsidiary has ceded, transferred or reinsured any obligations or liabilities (“Company Retrocession Agreements”) is entitled to take full credit (except as set forth on Schedule F of such Company Subsidiary’s Company Statutory Statement) in its respective Company Statutory Statements pursuant to Applicable Law for all reinsurance and coinsurance ceded pursuant to any Company Retrocession Agreement to which such Company Subsidiary is a party. No notice of intended cancellation or termination has been received by the [Lease], such claim is to be paid to Company or any of the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers Company Subsidiaries from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]the other parties to such Company Retrocession Agreements.”

Reinsurance. If reinsurance is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, (b) reinsure not less than 98% Copies of all risks retrocession and reinsurance agreement pursuant to which a Parent Subsidiary has ceded, transferred, reinsured or assumed any obligations or liabilities under any reinsurance or insurance agreement with respect to which such Parent Subsidiary has booked any liability or recoverable or under which such Parent Subsidiary has any contingent liabilities or rights (collectively, the “Parent Reinsurance Agreements”) have been made available to the Company and each Parent Reinsurance Agreement is in full force and effect, except as have not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each such other amount Parent Reinsurance Agreement is a valid and binding agreement of the applicable Parent Subsidiary, enforceable against such Parent Subsidiary in accordance with its terms (except as Lessor may agree), (c) provide that notwithstanding the be limited by bankruptcy, insolvency, liquidationmoratorium, or other similar proceedings laws affecting or relating to enforcement of creditors’ rights generally, or by principles of equity, none of which conditions, to the Knowledge of the Company, exist as of the date hereof). To the Knowledge of Parent, each Parent Reinsurance Agreement is a valid and binding obligation of each other party thereto, enforceable against such party in accordance with the terms of such Parent Reinsurance Agreement (except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally, or by principles of equity, none of which conditions, to the Knowledge of Parent, exist as of the date hereof). (b) Each Parent Subsidiary party to a Parent Reinsurance Agreement pursuant to which a Parent Subsidiary has ceded, transferred or reinsured party, the reinsurers will be liable any obligations or liabilities (“Parent Retrocession Agreements”) is entitled to make payment under the relevant policy of reinsurance as if the reinsured party had take full credit (immediately before such proceedingsexcept (i) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms case of PXRE Reinsurance Company, as set forth on Schedule F of such Parent Subsidiary’s Parent Statutory Statement, or otherwise satisfactory to Lessor: “The reinsurers hereby agree that (ii) in the event case of any valid claim arising under the reinsurances in respect of a Total Loss or other claim wherePXRE Reinsurance Ltd., as provided by the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent that an allowance has been included in the applicable Parent Statutory Statement) in its respective Parent Statutory Statements pursuant to Applicable Law for all reinsurance and coinsurance ceded pursuant to any Parent Retrocession Agreement to which such Parent Subsidiary is a party. No notice of such payment) fully discharge and release intended cancellation or termination has been received by Parent or any of the reinsurers Parent Subsidiaries from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]the other parties to such Parent Retrocession Agreements.”

Reinsurance. If reinsurance Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, (a) the Corporation has appropriately taken credit in the Required Statements pursuant to Insurance Laws for all reinsurance, coinsurance or excess insurance ceded pursuant to any reinsurance, coinsurance, excess insurance, ceding of insurance, assumption of insurance or indemnification with respect to insurance or similar arrangements (the “Reinsurance Contracts”) to which it is a party; (b) none of the Corporation or, to the Knowledge of the Vendor, any counterparty to any Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Reinsurance Contract; (c) none of the Corporation or, to the Knowledge of the Vendor, any reinsurer under any Reinsurance Contract, is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar Proceeding and the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated; and (d) no written notice of intended cancellation has been received by the Corporation from any such reinsurer, and there are no disputes under any Reinsurance Contract. Each Reinsurance Contract is evidenced by a signed agreement or treaty. The Corporation is in compliance, in all material respects, with all Applicable Law relating to reinsurance. The Corporation has performed in all material respects all of the obligations required to be maintainedperformed by it and is entitled to all material benefits under the Reinsurance Contracts to which it is a party. The Corporation is entitled to take the amount of credit claimed in the Required Statements pursuant to Applicable Laws for all reinsurance and coinsurance ceded by it pursuant to any Reinsurance Contract. All of the Reinsurance Contracts will be given effect to as bona fide reinsurance treaties, with real transfer of risk for all reinsurances must (a) be on accounting, Tax, regulatory and actuarial purposes. No side agreements or letters exist that alter any terms of any Reinsurance Contracts in any material respect. In the same terms last three years, there has been no material change, including cancellation, commutation, recapture or re- pricing, to any Reinsurance Contract. Except as the original Insurances, (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agreedisclosed in Schedule 3.1(15), (c) provide that notwithstanding to the bankruptcyKnowledge of the Vendor, insolvency, liquidation, there are no circumstances or similar proceedings affecting events which are likely to lead to the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms cancellation or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in the event suspension of any valid claim arising under the reinsurances in respect of a Total Loss Reinsurance Contract or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion termination of any loss due for which such Reinsurance Contract at a date earlier than the reinsurers would date otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any provided under such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]Reinsurance Contract.”

Reinsurance. If reinsurance Except as individually or in the aggregate, is required not and would not be reasonably expected to be maintainedbe, all reinsurances must (a) be on material to the same terms Company and the Company Insurance Subsidiaries, taken as the original Insurancesa whole, (bA) reinsure since January 1, 2019, neither the Company nor any Company Insurance Subsidiary has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by the Company or such Company Insurance Subsidiary, as applicable, to such counterparty will be uncollectible or otherwise defaulted upon, (B) to the knowledge of the Company, no party to a Reinsurance Agreement is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (C) to the knowledge of the Company, the financial condition of each party to a Reinsurance Agreement is not less impaired to the extent that a default thereunder is reasonably anticipated, (D) there are no, and since January 1, 2019 there have been no, disputes under any Reinsurance Agreement other than 98% disputes in the ordinary course for which adequate loss reserves have been established and (E) the Company and each Company Insurance Subsidiary that is party to a Reinsurance Agreement, as applicable, is entitled under any applicable insurance laws and SAP to take full reinsurance credit in its Statutory Statements for all amounts reflected therein that are recoverable by it pursuant to any Reinsurance Agreement and all such amounts recoverable have been properly recorded in its books and records of all risks account (if so accounted therefor) and are properly reflected in its Statutory Statements, and no Governmental Entity has objected in writing to such characterization and accounting. None of the Reinsurance Agreements is finite reinsurance, financial reinsurance or such other amount as Lessor may agree), (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy form of reinsurance as if that does not meet the reinsured party had (immediately before such proceedings) discharged its obligations in full risk transfer requirements under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]applicable laws.”

Reinsurance. If reinsurance is required to be maintained, all reinsurances must (a) be on Section 3.14(a) of the same terms Seller Disclosure Letter sets forth a true, complete and correct list, as of the original InsurancesContract Date, of all Contracts under which MONY or MLOA has ceded or retroceded risk included in the Business to reinsurers (whether or not Affiliates) that are currently in effect (the “Ceded Reinsurance Contracts”). Seller has delivered to Purchaser true and correct copies of the Ceded Reinsurance Contracts, and such copies are complete in all material respects. (b) reinsure not less Except as set forth in Section 3.14(b) of the Seller Disclosure Letter, (i) each of the Ceded Reinsurance Contracts is in full force and effect and constitutes a legal, valid and binding obligation of MONY or MLOA (as applicable) and, to the Knowledge of Seller, each other party thereto, enforceable against MONY or MLOA (as applicable) and, to the Knowledge of Seller, each other party thereto in accordance with its terms, subject to the Enforceability Exceptions, (ii) neither MONY nor MLOA, on the one hand, nor the relevant reinsurer, on the other hand, has given notice of termination (provisional or otherwise) in respect of any Ceded Reinsurance Contract other than 98% for termination with respect to new business and (iii) neither MONY nor MLOA, on the one hand, nor, to the Knowledge of all risks (Seller, any such reinsurer, on the other hand, is in default in any material respect or such other amount as Lessor may agree), material breach under any Ceded Reinsurance Contracts. (c) provide that notwithstanding the bankruptcySince January 1, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy2010, (dA) be there has not been any dispute with insurers of recognised responsibility with limits in line with those of standard airline practice respect to any material amounts recoverable or payable by MONY or MLOA pursuant to any Ceded Reinsurance Contract and (eB) contain no reinsurer party to a “cut through” clause Ceded Reinsurance Contract has denied coverage with respect to any current or prospective material claim. All amounts owed under any Ceded Reinsurance Contracts have been timely paid in accordance with their terms. No Ceded Reinsurance Contract is currently subject to any pending audit by any reinsurer thereunder, and no reinsurer under any Ceded Reinsurance Contract has the following terms or otherwise satisfactory right, as a result of the consummation of the transactions contemplated by this Agreement, to Lessor: “The reinsurers hereby agree that in modify the event of any valid claim arising under the reinsurances in respect of a Total Loss price or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent terms of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”Ceded Reinsurance

Reinsurance. If reinsurance with reinsurers acceptable to Lessor acting reasonably is required to be maintained, all reinsurances must and such reinsurance will: (ai) be on the same terms as the original Insurances, insurances and will include the provisions of this Schedule; (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (cii) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, that the reinsurers reinsurers’ liability will be liable to make payment such payments as would have fallen due under the relevant policy of reinsurance as if the reinsured party had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, policies in respect of which the then relevant policy of reinsurance has been effected; and (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (eiii) contain a “cut cut-through” clause in the following terms form (or otherwise satisfactory to Lessor: ): “The reinsurers Reinsurers and the Reinsured hereby mutually agree that that, in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim whereclaim, as provided by the [Lease]Aircraft Lease Agreement dated January 25, 2008 and made between Lessor and Lessee, such claim is to be paid to the person(s) Person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredReinsured, its successors in interest and assigns, assigns pay to the person(s) Person named as sole loss payee(s) payee under the primary insurances effected by the Insured Reinsured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall ; subject to such provisions not contravene contravening any law, statute or decree Law of [insert country the State of primary insurer].Incorporation;”

Reinsurance. If the Aircraft is registered in a jurisdiction other than the United States, United Kingdom, Canada or a member state of the European Union, reinsurance may be required by Sublessor if it is required customary for international aircraft lessors to be maintainedrequire reinsurance in such jurisdictions, all reinsurances must and such reinsurance shall: (ai) be on the same terms as the original Insurances, insurance and will include the provisions of this Section 11; (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (cii) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, that the reinsurers reinsurers’ liability will be liable to make payment such payments as would have fallen due under the relevant policy of reinsurance as if the reinsured party had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, policies in respect of which the then relevant policy of reinsurance has been effected; and (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (eiii) contain a “cut cut-through” clause in the following terms form (or otherwise satisfactory to Lessor: Sublessor): “The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, as provided by the [Lease], made between Sublessor and Sublessee such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredReinsured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured Reinsured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall ”; subject to such provisions not contravene contravening any law, statute or decree Law of [insert country the state of primary insurer].”incorporation of the Sublessee;

Reinsurance. If reinsurance is required to be maintained, all reinsurances must (a) be on Section 3.14(a) of the same terms Seller Disclosure Letter sets forth a true, complete and correct list, as of the original InsurancesContract Date, of all Contracts under which MONY or MLOA has ceded or retroceded risk included in the Business to reinsurers (whether or not Affiliates) that are currently in effect (the “Ceded Reinsurance Contracts”). Seller has delivered to Purchaser true and correct copies of the Ceded Reinsurance Contracts, and such copies are complete in all material respects. (b) reinsure not less Except as set forth in Section 3.14(b) of the Seller Disclosure Letter, (i) each of the Ceded Reinsurance Contracts is in full force and effect and constitutes a legal, valid and binding obligation of MONY or MLOA (as applicable) and, to the Knowledge of Seller, each other party thereto, enforceable against MONY or MLOA (as applicable) and, to the Knowledge of Seller, each other party thereto in accordance with its terms, subject to the Enforceability Exceptions, (ii) neither MONY nor MLOA, on the one hand, nor the relevant reinsurer, on the other hand, has given notice of termination (provisional or otherwise) in respect of any Ceded Reinsurance Contract other than 98% for termination with respect to new business and (iii) neither MONY nor MLOA, on the one hand, nor, to the Knowledge of all risks (Seller, any such reinsurer, on the other hand, is in default in any material respect or such other amount as Lessor may agree), material breach under any Ceded Reinsurance Contracts. (c) provide that notwithstanding Since January 1, 2010, (A) there has not been any dispute with respect to any material amounts recoverable or payable by MONY or MLOA pursuant to any Ceded Reinsurance Contract and (B) no reinsurer party to a Ceded Reinsurance Contract has denied coverage with respect to any current or prospective material claim. All amounts owed under any Ceded Reinsurance Contracts have been timely paid in accordance with their terms. No Ceded Reinsurance Contract is currently subject to any pending audit by any reinsurer thereunder, and no reinsurer under any Ceded Reinsurance Contract has the bankruptcyright, insolvencyas a result of the consummation of the transactions contemplated by this Agreement, liquidationto modify the price or other terms of such Ceded Reinsurance Contract. As of and since December 31, or similar proceedings affecting 2011, each of MONY and MLOA was entitled under Applicable Accounting Principles to take full financial statement credit for all amounts for which such financial statement credit was taken in the reinsured Audited Financial Statements as at and since December 31, 2011 of such company for any amounts recoverable by such company pursuant to any Ceded Reinsurance Contracts to which it was a party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, . (d) be with insurers Except as set forth on Section 3.14(d) of recognised responsibility with limits the Seller Disclosure Letter, neither MONY nor MLOA is a party to any reinsurance, retrocession or similar Contracts under which any Person cedes to MONY or MLOA any risks included in line with those of standard airline practice and the Business, whether or not any such Contract is currently accepting new business. (e) contain Section 3.14(e) of the Seller Disclosure Letter sets forth a “cut through” clause true, complete and correct list of all Ceded Reinsurance Contracts under which MLOA has ceded risk included in the following Business that (i) by their terms require MLOA or otherwise satisfactory any of its Affiliates to Lessor: “The reinsurers hereby agree retain unreinsured and for its account any portion of the MLOA Business or (ii) require consent from any Person in order for MLOA to cede or retrocede all or any portion of its net retention of the MLOA Business. (f) Section 3.14(f) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Ceded Reinsurance Contracts under which MONY or MLOA, on the one hand, and any Affiliates of MONY or MLOA (other than MONY or MLOA), on the other hand, have ceded or retroceded, or may cede or retrocede, any risk that is not included in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]Business.”

Reinsurance. If Each reinsurance treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Protective Insurance Subsidiary cedes premium (the “Protective Reinsurance Contracts”) is required to be maintained, all reinsurances must (a) be valid and binding on the same terms applicable Protective Insurance Subsidiary, and to the Knowledge of Protective, each other party thereto, and is in full force and effect, except, in each case, as the original Insurances, (b) reinsure not less than 98% of all risks (or such other amount as Lessor enforcement may agree), (c) provide that notwithstanding the be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, and except where the failure to be valid, binding or in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the applicable Protective Insurance Subsidiaries or, to the Knowledge of Protective, any counterparty to any Protective Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Protective Reinsurance Contract, except where such default or breach, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the Protective Insurance Subsidiaries or, to the Knowledge of Protective, any reinsurer under any Protective Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceedings affecting proceeding and the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in the event financial condition of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim reinsurer is to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (not impaired to the extent that a default thereunder is reasonably anticipated, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. No notice of such payment) fully discharge and release intended cancellation has been received by the reinsurers Protective Insurance Subsidiary from any such reinsurer, and all further liability there are no disputes under any Protective Reinsurance Contract, except for cancellations or disputes that, individually or in connection therewiththe aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Any payment due under this clause shall Except as would not contravene reasonably be expected to have a Material Adverse Effect, no Protective Reinsurance Contract contains any lawprovision providing that any party thereto (other than Protective or any Protective Subsidiary) may terminate, statute cancel or decree commute the same by reason of [insert country the consummation of primary insurer]the Merger.”

Reinsurance. If Lessee (or, if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris if the relevant primary insurer shall have obtained reinsurance is required to be maintained, all reinsurances must and such reinsurance will (ai) be on the same terms as the original Insurancesinsurance and will include the provisions required by this Agreement, (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (cii) provide that notwithstanding the in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain a “cut 82 "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the [Lease]Amended and Restated Aircraft Lease Agreement dated as of December 19, 1989 as amended and restated as of November __, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, insurance and includes the provisions required by this Agreement; (bii) reinsure not less than 98% provides in case of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain contains a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Amended and Restated Aircraft Lease Agreement [Lease]GPA 1990 AWA-16] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If any reinsurance is required to be maintained, all reinsurances must will: (aA) be on the same terms as the original Insurances, insurances and will include the provisions of this Schedule; (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (cB) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, that the reinsurers reinsurers’ liability will be liable to make payment such payments as would have fallen due under the relevant policy of reinsurance as if the reinsured party had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eC) contain a “cut cut- through” clause in the following terms form (or otherwise satisfactory to Lessor: ): “The reinsurers Reinsurers and the Reinsured hereby mutually agree that that, in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim whereclaim, as provided by the [Lease]Aircraft Operating Lease Agreement dated 2024 and made between Lessor and Lessee, such claim is to be paid to the person(s) Person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredReinsured, its successors in interest and assigns, assigns pay to the person(s) Person named as sole loss payee(s) payee under the primary insurances effected by the Insured Reinsured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall ; subject to such provisions not contravene contravening any law, statute or decree Law of [insert country the State of primary insurer].Incorporation;”

Reinsurance. If Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, insurance and includes the provisions required by this Agreement; (bii) reinsure not less than 98% provides in case of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain contains a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Amended and Restated Aircraft Lease Agreement [Lease]GPA 1989 BN-8] dated as of June __, 1997 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If Notwithstanding Section 10(a), the Lessee shall procure that in respect of the Insurances maintained by the Lessee in accordance with the provisions in this Section 10 which are not placed directly into the Lloyd’s of London or other internationally recognized aviation insurance markets such Insurances shall be reinsured in Lloyd’s of London or other internationally recognized aviation insurance markets with reinsurers of international standing and repute who normally participate in aircraft insurance programs, the insurers shall maintain reinsurance is required in all respects reasonably satisfactory to be maintainedthe Lessor covering identical subject matter, all reinsurances must (a) be on the same terms as the original Insurances, (b) reinsure and risk for an amount equal to not less than 9875% of all risks the coverage amount (or such higher percentage as Lessee shall from time to time generally have agreed in leasing or financing agreements relating to other amount as aircraft of the same or comparable model within Lessee’s fleet) on terms reasonably acceptable to the Lessor may agree(the “Reinsurances”), (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) . Any Reinsurances shall contain a “cut cut-through” clause in the following terms or otherwise satisfactory form generally used from time to Lessor: “The reinsurers hereby agree that time in the London reinsurance market providing that, in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurancesReinsurances, the reinsurers shall thereunder shall, in lieu of payment to the reinsured, original insurer or its successors in interest and assigns, pay to or to the person(s) named order of the Contract Parties as loss payee(s) under the primary insurances effected by the Insured payees that portion of any loss due for which the reinsurers thereunder would otherwise but for this cut-through clause be liable to pay the reinsured (subject to proof of loss)original insurer or its successors in interest and assigns, it being understood and agreed (and Lessee agreeing to obtain the agreement of its original insurers for the benefit of the Additional Insureds and the reinsurers) that any such payment by the reinsurers thereunder shall (to the extent of such payment) fully discharge and release the reinsurers original insurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”

Reinsurance. If reinsurance is required to be maintained, all reinsurances must (a) be on Immediately prior to the same Closing, Seller shall and shall cause its Affiliates (including FFIC) to partially commute the AGR US Pooling Agreement, solely with respect to In-Scope Policies (with such commutation effective as of immediately prior to the Effective Time), pursuant to the terms as of the original Insurances, Commutation Agreement. (b) reinsure Prior to the Closing, Seller shall and shall cause its Affiliates to commute the Business Reinsurance Agreements listed on Section 5.19(b) of the Seller Disclosure Letter (the “Commuted XOL Agreements”) with respect to the In-Scope Policies or all Policies covered thereunder. (c) Seller shall not less commute, and shall cause its Affiliates not to commute, any Business Reinsurance Agreements which are not listed on Section 5.19(b) of the Seller Disclosure Letter (the “Continuing XOL Agreements”), including all Business Reinsurance Agreements set forth on Section 5.19(c) of the Seller Disclosure Letter, without the prior written consent of Buyer. (d) Without limitation of Section 5.19(c), prior to the Closing, Seller and Buyer shall discuss in good faith potential commutations with respect to the Continuing XOL Agreements set forth on Section 5.19(d) of the Seller Disclosure Letter, and after such discussions, Buyer may make a written proposal to Seller regarding commutations of some or all of such Continuing XOL Agreements, which Seller may consider in good faith and may accept, in which case Seller shall and shall cause its Affiliates to commute the applicable Continuing XOL Agreements with respect to the In-Scope Policies or all Policies covered thereunder pursuant to a definitive written agreement mutually agreed between Buyer and Seller. For the avoidance of doubt, neither Buyer nor Seller shall have any obligation with respect to the commutation of any Continuing XOL Agreements pursuant to the foregoing sentence unless and until agreed to between Buyer and Seller and set forth in a definitive written agreement regarding such commutation. 50213729.30 (e) At Buyer’s request (to be delivered not later than 98% of all risks thirty (or such other amount as Lessor may agree30) days’ prior to Closing), (ci) provide Seller shall, and shall cause the Business Entities to, at or prior to the Closing, cause each existing loss fund or settlement account maintained by a Third-Party Administrator (as defined in the Administrative Services Agreements) in connection with the Business (an “Existing Loss Fund”) to be bifurcated (or otherwise modified in a manner which bifurcates such loss fund or account) such that notwithstanding there is a separate loss fund or settlement account designated solely for use in connection with the bankruptcy, insolvency, liquidation, Business which fund or similar proceedings affecting the reinsured party, the reinsurers will account shall be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut throughThird-Party Loss Fund” clause (as defined in the following terms or otherwise satisfactory Administrative Services Agreements) and/or (ii) to Lessor: “The reinsurers hereby agree that the extent Seller gets a credit for such balances allocated to the Third-Party Loss Fund in the event of Transferred Investment Assets, Seller shall cause the Business Entities to allocate amounts on deposit in each Existing Loss Fund between the resulting Third-Party Loss Fund and any valid claim arising under other resulting fund, approximately in proportion to the reinsurances losses paid from such Existing Loss Funds in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid Business and in respect of any Excluded Business over the consecutive twelve (12) month period prior to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall date of bifurcation or otherwise in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]a commercially reasonable manner.”

Reinsurance. If Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, insurance and includes the provisions required by this Agreement; (bii) reinsure not less than 98% -72- 73 provides in case of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain contains a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Amended and Restated Engine Lease Agreement [Lease]GPA 1991 AWA-E3] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If reinsurance In the event where Lessee is not insured by an insurance company recognized by the London I New York markets, Lessee shall provide reinsurances. The terms of any such required to be maintained, all reinsurances must (a) shall: a. be on the same terms as the original Insurances, insurances (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agreeand shall include the provisions set out in this Section 14), (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) ; b. contain a “cut cut-through” clause in the following terms or otherwise satisfactory to LessorLessor and any Lender: “The reinsurers hereby agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall in lieu of payment to the reinsuredreassured, its successors in interest and assigns, pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured assured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured reassured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause Clause shall not contravene any law, statute or decree of [insert country the Government of primary insurer]Lessee’s jurisdiction”; and c. provide in the case of any bankruptcy, liquidation, dissolution or similar proceedings of or affecting the reassured that the reinsurers’ liability shall be to make such payments as would have fallen due under the relevant policy of reinsurance in accordance with the cut-through clause referred to above if the reassured had (immediately before such bankruptcy, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance had been effected.”

Reinsurance. If reinsurance In the event where Lessee is not insured by an insurance company recognized by the London / New York markets, Lessee shall provide reinsurances. The terms of any such required to be maintained, all reinsurances must (a) shall: a. be on the same terms as the original Insurances, insurances (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agreeand shall include the provisions set out in this Section 14), (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) ; b. contain a “cut cut-through” clause in the following terms or otherwise satisfactory to LessorLessor and any Lender: “The reinsurers hereby agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall in lieu of payment to the reinsuredreassured, its successors in interest and assigns, pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured assured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured reassured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause Clause shall not contravene any law, statute or decree of [insert country the Government of primary insurer]Lessee’s jurisdiction”; and c. provide in the case of any bankruptcy, liquidation, dissolution or similar proceedings of or affecting the reassured that the reinsurers’ liability shall be to make such payments as would have fallen due under the relevant policy of reinsurance in accordance with the cut-through clause referred to above if the reassured had (immediately before such bankruptcy, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance had been effected.”

Reinsurance. If reinsurance is required to be maintainedThe Borrower shall not, all reinsurances must nor shall it permit any Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in excess of $10,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published rating by Best is “B++” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $500,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or a cash collateral deposit or a funds withheld trust as allowed by the Applicable Insurance Regulatory Authority or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be on the same terms as the original Insurances, considered a rating by Best; (b) reinsure not less than 98enter into any Reinsurance Agreement or Reinsurance Agreements with ▇▇▇▇▇’▇ of London if the aggregate amount of reinsurance ceded thereby would exceed 15% of all risks (or such other amount as Lessor may agree), the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries; (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; provided, that the Insurance Subsidiaries may, so long as in each case the requirements in clause (a) above are satisfied, (i) continue to maintain and from time to time amend, restate, extend or replace the Surplus Relief Reinsurance in effect on the date hereof and described on Schedule 6.06 and (ii) enter into new Surplus Relief Reinsurance arrangements so long as the aggregate amount of any increased amount arising from any amendments, restatements, extensions or replacements undertaken pursuant to clause (i), when added to the amount arising from any new arrangements, does not provide that notwithstanding more than $75,000,000 in after-tax surplus relief benefit to the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, Insurance Subsidiaries; or (d) be with insurers enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 50% or more reduction of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause annuity deposits in the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in aggregate for all of the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease]Insurance Subsidiaries, such claim is amount to be paid to the person(s) named as loss payee(s) under the primary insurancescalculated on a cumulative basis from January 1, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]2016.”

Reinsurance. If reinsurance is required to be maintainedThe Borrower shall not, all reinsurances must nor shall it permit any Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in excess of $10,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published rating by Best is “B++” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $500,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or a cash collateral deposit or a funds withheld trust as allowed by the Applicable Insurance Regulatory Authority or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be on the same terms as the original Insurances, considered a rating by Best; (b) reinsure not less than 98enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed 15% of all risks (or such other amount as Lessor may agree), the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries; (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; provided, that the Insurance Subsidiaries may, so long as in each case the requirements in clause (a) above are satisfied, (i) continue to maintain and from time to time amend or replace the Surplus Relief Reinsurance in effect on the date hereof and described on Schedule 6.06 and (ii) enter into new Surplus Relief Reinsurance arrangements so long as the aggregate amount of any increased amount arising from any amendments or replacements undertaken pursuant to clause (i), when added to the amount arising from any new arrangements, does not provide that notwithstanding more than $75,000,000 in after-tax surplus relief benefit to the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, Insurance Subsidiaries; or (d) be with insurers enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 50% or more reduction of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause annuity deposits in the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in aggregate for all of the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease]Insurance Subsidiaries, such claim is amount to be paid to the person(s) named as loss payee(s) under the primary insurancescalculated on a cumulative basis from January 1, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]2013.”

Reinsurance. If reinsurance is required to be maintainedThe Borrower shall not, all reinsurances must nor shall it permit any Insurance Subsidiary to: (a) enter into any Reinsurance Agreement in excess of $10,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published rating by Best is “B++” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $500,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or a cash collateral deposit or a funds withheld trust as allowed by the Applicable Insurance Regulatory Authority or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be on the same terms as the original Insurances, considered a rating by Best; (b) reinsure not less than 98enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed 15% of all risks (or such other amount as Lessor may agree), the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries; (c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; provided, that the Insurance Subsidiaries may, so long as in each case the requirements in clause (a) above are satisfied, (i) continue to maintain and from time to time amend, restate, extend or replace the Surplus Relief Reinsurance in effect on the date hereof and described on Schedule 6.06 and (ii) enter into new Surplus Relief Reinsurance arrangements so long as the aggregate amount of any increased amount arising from any amendments, restatements, extensions or replacements undertaken pursuant to clause (i), when added to the amount arising from any new arrangements, does not provide that notwithstanding more than $75,000,000 in after-tax surplus relief benefit to the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, Insurance Subsidiaries; or (d) be with insurers enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 50% or more reduction of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause annuity deposits in the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in aggregate for all of the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease]Insurance Subsidiaries, such claim is amount to be paid to the person(s) named as loss payee(s) under the primary insurancescalculated on a cumulative basis from January 1, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]2016.”

Reinsurance. If reinsurance is required to be maintainedWhere applicable, all reinsurances must (a) the Reinsurances will: 5.1.1 be on the same terms as the original InsurancesInsurances and will include the provisions of this Schedule; 5.1.2 provide that, (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings in any relevant jurisdiction affecting the reinsured partyreinsured, the reinsurers reinsurers’ liability will be liable to make payment such payments as would have fallen due under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedingsbankruptcy, insolvency, liquidation, dissolution or similar proceedings in any relevant jurisdiction) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice and (e) reinsurance has been effected; and 5.1.3 contain a “cut cut-through” clause in substantially the following terms form (or otherwise otherwise, satisfactory to Lessor: ): 5.1.4 “The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease]total loss, such claim is to be paid to the person(s) person named as loss payee(s) payee under the primary insurances, the reinsurers shall . The Reinsurers will in lieu of payment to the reinsuredReinsured, its successors in interest and assigns, assigns pay to the person(s) person named as loss payee(s) payee under the primary insurances effected by the Insured Reinsured, that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall therewith subject to such provisions not contravene contravening any applicable law, statute or decree of [insert country of primary insurer]”.”

Reinsurance. If Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, insurance and includes the provisions required by this Agreement; (bii) reinsure not less than 98% provides in case of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain contains a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Amended and Restated Aircraft Lease Agreement [Lease]GPA 1990 AWA-14] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If if reinsurance is required to be maintained, all reinsurances must a requirement of the Aircraft Lease Agreement such reinsurance will: (ai) be on the same terms as the original Insurances, insurances and will include the provisions of this Schedule; (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (cii) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, that the reinsurers reinsurers’ liability will be liable to make payment such payments as would have fallen due under the relevant policy of reinsurance as if the reinsured party had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, policies in respect of which the then relevant policy of reinsurance has been effected; and (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (eiii) contain a “cut cut-through” clause in the following terms form (or otherwise satisfactory to Lessor: ): “The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Aircraft Lease Agreement dated as of [Lease], __________] and made between [Lessor] and [Lessee] such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredReinsured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured Reinsured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall ”; subject to such provisions not contravene contravening any law, statute or decree Law of [insert country the State of primary insurer].”Incorporation; and

Reinsurance. If Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, insurance and includes the provisions required by this Agreement; (bii) reinsure not less than 98% provides in case of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain contains a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Amended and Restated Engine Lease Agreement [Lease]GPA 1990 AWA-E1] dated as of November __, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed -71- 77 that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If Lessee (or, if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris if the relevant primary insurer shall have obtained reinsurance is required to be maintained, all reinsurances must and such reinsurance will (ai) be on the same terms as the original Insurancesinsurance and will include the provisions required by this Agreement, (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (cii) provide that notwithstanding the in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Amended and Restated Aircraft Lease Agreement [Lease]GPA 1989 BN-5] dated as of October 1, 1991 as amended and restated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If if reinsurance is required for the Insurances to be maintainedacceptable under the Lease, all reinsurances must including without limitation, the requirements of Section 8.6 and this Schedule 9 such reinsurance will: (ai) be on the same terms as the original Insurances, insurances and will include the provisions of this Schedule; (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (cii) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, that the reinsurers reinsurers’ liability will be liable to make payment such payments as would have fallen due under the relevant policy of reinsurance as if the reinsured party had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, policies in respect of which the then relevant policy of reinsurance has been effected; and (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (eiii) contain a “cut cut-through” clause Section in the following terms form (or otherwise satisfactory to Lessor: ): “The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Aircraft Operating Lease Agreement dated [ ] 20[ ] and made between [Lease], Lessor] and [Lessee] such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredReinsured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured Reinsured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall ”; subject to such provisions not contravene contravening any law, statute or decree Law of [insert country the State of primary insurer].”Incorporation; and

Reinsurance. If Sublessee shall procure that in respect of Insurances maintained by Sublessee in accordance with the provisions in this Section 10 which are not placed directly into the Lloyd’s of London or other internationally recognized aviation insurance markets with reinsurers of international standing and repute who normally participate in aircraft insurance programs and who are reasonably acceptable to Lessee, Ex-Im Bank and the Security Trustee, the insurers shall maintain reinsurance is required in all respects satisfactory to Lessee, Ex-Im Bank and the Security Trustee covering identical subject matter and risk for an amount (which shall not be maintainedless than of the coverage amount for aviation third party legal liability insurance under Section 10(a) and of the coverage amount for aircraft hull insurance under Section 10(b)) (but in respect of hull claims up to ) in Lloyd’s of London or other internationally recognized aviation insurance markets with reinsurers of international standing and repute who normally participate in aircraft insurance programs and who are reasonably acceptable to Lessee, all reinsurances must (a) Ex-Im Bank and the Security Trustee). Any reinsurance shall: be on the same terms as the original Insurances, (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice insurances; and (e) contain a “cut cut-through” clause in the following terms or customary industry form and otherwise satisfactory to Lessor: “The reinsurers hereby agree that Ex-Im and the Security Trustee and reasonably satisfactory to the Lessee) providing that, in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurancesreinsurance, the reinsurers shall thereunder shall, in lieu of payment to the reinsured, original insurer or its successors in interest and assigns, pay to or to the person(s) named order of the contract parties as loss payee(s) under the primary insurances effected by the Insured payees that portion of any loss due for which the reinsurers thereunder would otherwise but for this cut-through clause be liable to pay the reinsured (subject to proof of loss)original insurer or its successors in interest and assigns, it being understood and agreed (and Sublessee agreeing to obtain the agreement of its original insurers for the benefit of Lessee, Head Lessor, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank and the reinsurers) that any such payment by the reinsurers thereunder shall (to the extent of such payment) fully discharge and release the reinsurers original insurers from any and all further liability in connection therewith; and provide for payment to be made directly to or to the order of the contract parties as provided herein notwithstanding (x) any bankruptcy, insolvency, liquidation or dissolution of the original insurer(s), and/or (y) that the original insurer(s) have made no payment under the primary insurance policies. Any payment due under this clause It is a condition that the payments envisaged by sub-paragraphs 10(h)(ii) and (iii) above shall only be made provided they do not contravene any lawlaws, statute statutes or decree decrees of [insert country of primary insurer]the Russian Federation.”

Reinsurance. If Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, insurance and includes the provisions required by this Agreement; (bii) reinsure not less than 98% provides in case of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain contains a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Amended and Restated Aircraft Lease Agreement [Lease]GPA 1990 AWA-15] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it -81- 83 being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If reinsurance is required to be maintainedSection 3.19 of the Disclosure Schedule sets forth a list, all reinsurances must as of the date of this Agreement, of (a) be on all treaties, agreements, slips, binders, cover notes or other similar arrangements of assumed and ceded reinsurance of each Company with respect to the same terms as conduct of the original InsurancesBusiness and under which there remains any outstanding liability or reinsurance recoverable (such treaties, agreements, slips, binders, cover notes or other arrangements, the “Reinsurance Agreements”) and (b) reinsure not less than 98% all pending Actions related to any Reinsurance Agreement. Copies of all risks each Reinsurance Agreement (including any amendments thereof) have been delivered by the Seller to the Acquiror as of the date hereof. The Reinsurance Agreements are in full force and effect in accordance with their terms. Neither Company has breached any material provision of any Reinsurance Agreement or such failed to meet the underwriting standards required for any business reinsured thereunder. To the Knowledge of Seller, no other amount as Lessor may agree), (c) provide that notwithstanding party to any Reinsurance Agreement is in default thereunder and no other party to any Reinsurance Agreement is the bankruptcy, insolvencysubject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceedings affecting proceeding. None of the reinsured partySeller or its Affiliates has received any notice to the effect that the financial condition of any other party to any Reinsurance Agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the reinsurers will be liable operation of any offset clause in such agreement. With respect to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policyeach Reinsurance Agreement, (di) be with insurers of recognised responsibility with limits in line with those of standard airline practice there has been no separate agreement between any Company and (e) contain a “cut through” clause in the following terms any other party to such Reinsurance Agreement that would under any circumstances reduce, limit, mitigate or otherwise satisfactory affect any actual or potential loss to Lessor: “The reinsurers hereby agree that in the event of parties under any valid claim arising under the reinsurances in respect of a Total Loss or other claim wheresuch Reinsurance Agreement, as provided by the [Lease], (ii) for each such claim Reinsurance Agreement for which risk transfer is not reasonably considered to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (self-evident to the extent required by any applicable provisions of Statement of Statutory Accounting Principal No. 61R or similar principal (“SSAP No. 61R”), applicable SAP or any applicable Law, documentation concerning the economic intent of the transaction and the risk transfer analysis evidencing the proper accounting treatment is available for review by the relevant Governmental Authority for the Company, (iii) the Company that is a party thereto, and to the Knowledge of Seller, any other party thereto, complies and has complied with all applicable requirements set forth in SSAP No. 61R, applicable SAP and applicable Law with respect to such paymentReinsurance Agreement and (iv) fully discharge the Company has appropriate controls in place to monitor the use of reinsurance and release comply with the reinsurers from any provisions of SSAP No. 61R, applicable SAP and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]applicable Law.”

Reinsurance. If reinsurance is required to be maintained, all reinsurances must (a) be on DSSC has made available to the same terms Acquiror copies of all Reinsurance Agreements to which CBIC is a party and has any existing rights or obligations that are not de minimus in nature or amount. Except as set forth in Section 4.13 of the original InsurancesDisclosure Schedule, CBIC is not in default under any such Reinsurance Agreement, nor does there exist any event, condition or omission that would constitute a default (whether by lapse of time or notice, or both). As of the date hereof, except as set forth in Section 4.13 of the Disclosure Schedule, there are no pending or, to the Knowledge of DSSC, threatened Actions with respect to any such Reinsurance Agreement. Except as set forth in Section 4.13 of the Disclosure Schedule, none of the material Reinsurance Agreements to which CBIC is a party and has any existing rights or obligations, contain change in control provisions which would limit or terminate CBIC’s rights under such Reinsurance Agreements upon the consummation of the transactions contemplated hereby. (b) reinsure Except as has not less had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) since January 1, 2008, none of the Companies have received any written notice from any party to a Reinsurance Agreement that any amount of reinsurance ceded by CBIC to such counterparty will be uncollectible or otherwise defaulted upon, (ii) to the Knowledge of DSSC, no party to a Reinsurance Agreement under which CBIC is the cedent is the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, (iii) from January 1, 2008 to the date hereof, there have been no disputes under any Reinsurance Agreement other than 98% disputes in the ordinary course for which adequate loss reserves have been established and (iv) CBIC is entitled under applicable Law and applicable SAP to take full credit in its Statutory Statements for all amounts recoverable by it pursuant to any Reinsurance Agreement and all such amounts recoverable have been properly recorded in its books and records of all risks account (or such other amount as Lessor may agree), if so accounted therefor) and are properly reflected in its Statutory Statements. (c) provide With respect to any Reinsurance Agreement for which CBIC is taking credit on its most recent Statutory Statements, to the Knowledge of DSSC, from and after January 1, 2008 there has been no separate written or oral agreement between CBIC and the assuming reinsurer that notwithstanding the bankruptcywould under any circumstances reduce, insolvencylimit, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms mitigate or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in the event of affect any valid claim arising under the reinsurances in respect of a Total Loss actual or other claim where, as provided by the [Lease], such claim is to be paid potential loss to the person(s) named as loss payee(s) parties under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]Reinsurance Agreement.”

Reinsurance. If (i) All reinsurance or coinsurance treaties or agreements, including retrocessional agreements, to which NLASCO or any of its Subsidiaries is required to be maintaineda party and under which NLASCO or any of its Subsidiaries has any existing rights, all reinsurances must obligations or liabilities (acollectively, “Reinsurance Contracts”) be on the same terms as the original Insurances, (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under are in full force and effect and neither NLASCO nor the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations Subsidiary is in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in the event breach of any valid claim arising under the reinsurances in respect of a Total Loss or other claim wherematerial provision thereof and, as provided by the [Lease], such claim is to be paid to the person(sKnowledge of Sellers, no other party to such Reinsurance Contracts is in breach or, has threatened breach, of any provision thereof. Except as set forth on Section 4(r)(i) named as loss payee(sof the Disclosure Letter, no Reinsurance Contract contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. (ii) Section 4(r)(ii) of the Disclosure Letter lists all Reinsurance Contracts entered into since January 1, 2001. (iii) No reinsurer under the primary insurancesany such Reinsurance Contract has given any notice of termination or commutation with respect to any such Reinsurance Contract, the reinsurers shall in lieu of payment nor, to the reinsuredKnowledge of Sellers, its successors in interest is there any threat of such a notice of termination or commutation, and assignsthere is no pending or, pay to the person(sKnowledge of Sellers, threatened dispute under any such Reinsurance Contract regarding the liability for any claim, except as set forth on Section 4(r)(iii) named of the Disclosure Letter. (iv) Except as loss payee(sset forth in Section 4(r)(iv) under of the primary insurances effected by Disclosure Letter, Sellers have no reason to believe that the Insured that portion financial condition of any loss due for which other party to any Reinsurance Contract is impaired with the reinsurers would otherwise result that a default thereunder may reasonably be liable to pay the reinsured anticipated (subject to proof of loss), it being understood that whether or not such default may be cured by the operation of any offset clause in such agreement shall not be taken into account) and agreed Sellers have no reason to believe that any amounts recoverable under such payment by Reinsurance Contracts (including, but not limited to, amounts based on paid and unpaid losses and any reimbursable expenses) are not fully collectible. As of the reinsurers shall date hereof, NLASCO and each of its Subsidiaries are entitled to take full credit in their respective Regulatory Statements (to the extent credit has been taken in such Regulatory Statements) pursuant to applicable laws for all reinsurance and coinsurance ceded pursuant to any Reinsurance Contract. (v) Except as set forth in Section 4(r)(v) of such payment) fully discharge and release the reinsurers from Disclosure Letter, there are no existing or threatened disputes with any and all further liability in connection therewith. Any reinsurer regarding payment due of a claim under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]Reinsurance Contract.”

Reinsurance. If Notwithstanding Section 10(a), the Lessee shall procure that in respect of the Insurances maintained by the Lessee in accordance with the provisions in this Section 10 which are not placed directly into the Lloyd’s of London or other internationally recognized aviation insurance markets such Insurances shall be reinsured in Lloyd’s of London or other internationally recognized aviation insurance markets with reinsurers of international standing and repute who normally participate in aircraft insurance programs, the insurers shall maintain reinsurance is required in all respects satisfactory to be maintainedthe Loan Trustee covering identical subject matter, all reinsurances must (a) be on the same terms as the original Insurances, (b) reinsure and risk for an amount equal to not less than 9875% of all risks the coverage amount (or such higher percentage as Lessee shall from time to time generally have agreed in leasing or financing agreements relating to other amount as Lessor may agreeaircraft of the same or comparable model within Lessee’s fleet) on terms reasonably acceptable to the Loan Trustee (the “Reinsurances”), (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) . Any Reinsurances shall contain a “cut cut-through” clause in the following terms or otherwise satisfactory form generally used from time to Lessor: “The reinsurers hereby agree that time in the London reinsurance market providing that, in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurancesReinsurances, the reinsurers shall thereunder shall, in lieu of payment to the reinsured, original insurer or its successors in interest and assigns, pay to or to the person(s) named order of the Contract Parties as loss payee(s) under the primary insurances effected by the Insured payees that portion of any loss due for which the reinsurers thereunder would otherwise but for this cut-through clause be liable to pay the reinsured (subject to proof of loss)original insurer or its successors in interest and assigns, it being understood and agreed (and Lessee agreeing to obtain the agreement of its original insurers for the benefit of the Additional Insureds and the reinsurers) that any such payment by the reinsurers thereunder shall (to the extent of such payment) fully discharge and release the reinsurers original insurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”

Reinsurance. If reinsurance is required to be maintained, all reinsurances must To the extent that any of the insurances described in (a) be on the same terms as the original Insurances, (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), through (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, above is subject to any risk retention or similar proceedings affecting the reinsured partyrequirement of any relevant jurisdiction, the reinsurers will be liable Borrowers shall procure or, as applicable, cause any relevant lessee to make payment under the relevant policy of procure, reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policyupon terms reasonably satisfactory to Agent, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a including, without limitation, an acceptable “cut through” clause clause. All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent in the following terms or otherwise its Permitted Discretion and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Lessor: Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). No later than the Closing Date, Borrowers shall deliver insurance certificates to Agent for all insurance policies required above, which shall (i) name Agent and each Lender as an “The reinsurers hereby agree that additional insured” if such policy is a liability policy, (ii) name Agent for itself and on behalf of the Lenders as “contract party” or “loss payee” for all property, hull, or spares policy, and for all insurance required above, (iii) provide that, Agent and each Lender shall be notified in writing by the event insurer(s) of any valid claim arising under the reinsurances proposed cancellation, termination or material change in respect of such policy, at least thirty (30) days prior to any proposed cancellation, termination or material change and seven (7) days in respect of cancellation for war risk (or such lesser period that may be stated in any automatic termination provision in such policy), (iv) contain a Total Loss waiver of subrogation in favor of Agent for itself and on behalf of the Lenders; (v) contain a breach of warranty provision in favor of the Agent and Lender; (vi) provide that the insurance shall be primary and without right of contribution from any other insurance which may be available to Agent and Lenders, (vii) provide that Agent and Lenders have no responsibility for premiums, warranties or other claim whererepresentations to underwriters, as provided by except for such premium that may be directly attributable to a particular aircraft, engine or parts that are subject of a claim. If any Loan Party or its Subsidiaries fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any responsibility on Agent’s part for obtaining the [Lease], such claim is to be paid to the person(s) named as loss payee(s) under the primary insurancesinsurance, the reinsurers solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrowers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion give Agent prompt notice of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment exceeding $10,000,000 covered by the reinsurers casualty or business interruption insurance of any Loan Party or its Subsidiaries. Upon the occurrence and during the continuance of an Event of Default, Agent shall (have the sole right to file claims under any property insurance policies of any loss in respect of the extent of such payment) fully discharge Collateral exceeding $10,000,000, to receive, receipt and release the reinsurers from give acquittance for any payments that may be payable thereunder, and to execute any and all further liability in connection therewith. Any payment due endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]such insurance policies.”

Reinsurance. If Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, insurance and includes the provisions required by this Agreement; (bii) reinsure not less than 98% -72- 73 provides in case of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain contains a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Amended and Restated Engine Lease Agreement [Lease]GPA 1991 AWA-E1] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If Any reinsurance is required to will be maintained, all reinsurances must maintained with reinsurers of recognised standing who normally participate in aviation insurances and brokers in the London or New York or such other leading international insurance markets approved by Lessor. Any reinsurance in respect of the Insurances under Clause 14 of this Agreement must: (a) be on the same terms as the original Insurances, insurance; (b) reinsure be for not less than (i) ninety eight percent (98% %) or (ii) for so long as the Aircraft is registered in Brazil, eighty-four point forty-five percent (84.45%) or any other higher reinsurance percentage then permitted under Applicable Law of all risks (Brazil, and shall be effected in the insurance markets in Lloyd’s of London, or such other amount as Lessor may agree), internationally recognised aviation insurance markets with reinsurers of international standing and repute who normally participate in aircraft insurance programs acceptable to Lessor; (c) provide that notwithstanding the bankruptcy, insolvency, liquidation, or similar proceedings affecting the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, ; (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and practice; and (e) contain a “cut through” clause in the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured reassured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (to the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”

Reinsurance. If Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, insurance and includes the provisions required by this Agreement; (bii) reinsure not less than 98% provides in case of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain contains a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Amended and Restated Aircraft Lease Agreement [Lease]GPA 1990 AWA-13] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it -81- 83 being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, insurance and includes the provisions required by this Agreement; (bii) reinsure not less than 98% provides in case of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain contains a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the [Lease]Amended and Restated Aircraft Lease Agreement dated as of November __, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is required to be maintained, all reinsurances must (a) be on the same terms as the original Insurances, insurance and includes the provisions required by this Agreement; (bii) reinsure not less than 98% -72- 73 provides in case of all risks (or such other amount as Lessor may agree), (c) provide that notwithstanding the any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain contains a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total loss or other claim where, where as provided by the Amended and Restated Engine Lease Agreement [Lease]GPA 1991 AWA-E2] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Rein- surers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If Each reinsurance treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Protective Insurance Subsidiary cedes premium (the "Protective Reinsurance Contracts") is required to be maintained, all reinsurances must (a) be valid and binding on the same terms applicable Protective Insurance Subsidiary, and to the Knowledge of Protective, each other party thereto, and is in full force and effect, except, in each case, as the original Insurances, (b) reinsure not less than 98% of all risks (or such other amount as Lessor enforcement may agree), (c) provide that notwithstanding the be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors' rights generally and by general principles of equity, and except where the failure to be valid, binding or in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the applicable Protective Insurance Subsidiaries or, to the Knowledge of Protective, any counterparty to any Protective Reinsurance Contract is (with or without notice or lapse of time or both) in default or breach under the terms of such Protective Reinsurance Contract, except where such default or breach, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the Protective Insurance Subsidiaries or, to the Knowledge of Protective, any reinsurer under any Protective Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceedings affecting proceeding and the reinsured party, the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in the event financial condition of any valid claim arising under the reinsurances in respect of a Total Loss or other claim where, as provided by the [Lease], such claim reinsurer is to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall (not impaired to the extent that a default thereunder is reasonably anticipated, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. No notice of such payment) fully discharge and release intended cancellation has been received by the reinsurers Protective Insurance Subsidiary from any such reinsurer, and all further liability there are no disputes under any Protective Reinsurance Contract, except for cancellations or disputes that, individually or in connection therewiththe aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Any payment due under this clause shall Except as would not contravene reasonably be expected to have a Material Adverse Effect, no Protective Reinsurance Contract contains any lawprovision providing that any party thereto (other than Protective or any Protective Subsidiary) may terminate, statute cancel or decree commute the same by reason of [insert country the consummation of primary insurer]the Merger.”

Reinsurance. If reinsurance is required to be maintainedAs of the date of this Agreement, all reinsurances must (a) be each reinsurance treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Company Insurance Subsidiary is the cedent (the “Company Reinsurance Contracts”) is valid and binding on the same terms as applicable Company Insurance Subsidiary, and to the original InsurancesKnowledge of the Company, each other party thereto, and is in full force and effect, except where the failure to be valid, binding or in full force and effect would not reasonably be expected to have a Material Adverse Effect, (b) reinsure the applicable Company Insurance Subsidiary, and, to the Knowledge of the Company, any other party thereto, has performed all obligations required to be performed by it under each Company Reinsurance Contract, except where such noncompliance would not less than 98% of all risks (or such other amount as Lessor may agree)reasonably be expected to have a Material Adverse Effect, (c) provide that notwithstanding to the bankruptcyKnowledge of the Company, insolvencynone of the Company Insurance Subsidiaries has received notice of the existence of any event or condition which constitutes, liquidationor, after notice or similar proceedings affecting lapse of time or both, will constitute, a default on the reinsured partypart of such Company Insurance Subsidiary under any Company Reinsurance Contract, the reinsurers will except where such default would not reasonably be liable expected to make payment under the relevant policy of reinsurance as if the reinsured party had (immediately before such proceedings) discharged its obligations in full under the original insurance policyhave a Material Adverse Effect, (d) to the Knowledge of the Company, (i) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the part of any counterparty under such Company Reinsurance Contract, (ii) no such counterparty is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding, and (iii) the financial condition of any such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, except as would not reasonably be with insurers of recognised responsibility with limits in line with those of standard airline practice and expected to have a Material Adverse Effect, (e) contain no notice of intended cancellation has been received by the Company Insurance Subsidiary from any such reinsurer, (f) there are no disputes under any Company Reinsurance Contract, except as would not reasonably be expected to have a “cut through” clause in Material Adverse Effect and (g) the following terms or otherwise satisfactory to Lessor: “The reinsurers hereby agree that in the event of any valid claim arising Company Insurance Subsidiary is entitled under the reinsurances law of the domiciliary jurisdiction to take full credit in respect its Company Statutory Statements for all amounts recoverable by it pursuant to any Company Reinsurance Contract and all such amounts recoverable have been properly recorded in its books and records of a Total Loss or other claim where, as provided by the [Lease], account and are properly reflected in its Company Statutory Statements. No such claim is to be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of Company Reinsurance Contract contains any loss due for which the reinsurers would otherwise be liable to pay the reinsured (subject to proof of loss), it being understood and agreed provision providing that any such payment party thereto (other than the Company or a Subsidiary) may terminate, cancel, or commute the same by reason of the reinsurers shall (to consummation of the extent of such payment) fully discharge and release the reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer]Merger.”

Reinsurance. If Lessee (or, if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris if the relevant primary insurer shall have obtained reinsurance is required to be maintained, all reinsurances must and such reinsurance will (ai) be on the same terms as the original Insurancesinsurance and will include the provisions required by this Agreement, (b) reinsure not less than 98% of all risks (or such other amount as Lessor may agree), (cii) provide that notwithstanding the in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured party, original insurer that the reinsurers reinsurers' liability will be liable to make such payment as would have fallen due under the relevant policy of reinsurance as if the reinsured party original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers policies in respect of recognised responsibility with limits in line with those which the then relevant policy of standard airline practice reinsurance has been effected; and (eiii) contain a “cut "cut-through” " clause in the following terms form (or otherwise otherwise, satisfactory to Lessor: “Owner Participant): "The reinsurers Reinsurers and the Reinsured hereby mutually agree that in the event of any valid claim arising under the reinsurances in respect of a Total Loss total - 77 - 83 loss or other claim where, where as provided by the [Lease]Amended and Restated Aircraft Lease Agreement dated as of September 22, 1990 as amended and restated as of November __, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person(s) person named as sole loss payee(s) payee under the primary insurances, the reinsurers shall Reinsurers will in lieu of payment to the reinsuredoriginal insured, its successors in interest and assigns, assigns pay to the person(s) person named as sole loss payee(s) payee under the primary insurances effected by the Insured original insured that portion of any loss due for which the reinsurers Reinsurers would otherwise be liable to pay the reinsured original insurer (subject to proof of loss), it being understood and agreed that any such payment by the reinsurers shall Reinsurers will (to the extent of such payment) fully discharge and release the reinsurers Reinsurers from any and all further liability in connection therewith. Any payment due under this clause shall not contravene any law, statute or decree of [insert country of primary insurer].”"

Reinsurance. If (i) All reinsurance or coinsurance treaties or agreements, including retrocessional agreements, to which NLC or any of its Subsidiaries is required a party and under which NLC or any of its Subsidiaries has any existing rights, obligations or liabilities (collectively, “Reinsurance Contracts”) are in full force and effect and neither NLC nor the relevant Subsidiary is in breach of any material provision thereof and, to be maintainedthe Knowledge of Seller, all reinsurances must (a) be on the same terms as the original Insurances, (b) reinsure not less than 98% of all risks (or no other party to such other amount as Lessor may agree), (c) provide that notwithstanding the bankruptcy, insolvency, liquidationReinsurance Contracts is in breach, or similar proceedings affecting has threatened breach, of any provision thereof. Except as set forth on Section 4(q)(i) of the reinsured partySeller Disclosure Letter, no Reinsurance Contract contains any provision providing that the reinsurers will be liable to make payment under the relevant policy of reinsurance as if the reinsured other party had (immediately before such proceedings) discharged its obligations in full under the original insurance policy, (d) be with insurers of recognised responsibility with limits in line with those of standard airline practice and (e) contain a “cut through” clause in the following terms thereto may terminate or otherwise satisfactory modify, amend or exercise any rights with respect to Lessor: “The reinsurers hereby agree such agreement by reason of the Transaction. (ii) No reinsurer under any such Reinsurance Contract has given any notice of termination or commutation with respect to any such Reinsurance Contract, nor, to the Knowledge of Seller, is there any threat of such a notice of termination or commutation, and there is no pending or, to the Knowledge of Seller, threatened dispute under any such Reinsurance Contract regarding the liability for any claim, except as set forth on Section 4(q)(ii) of the Seller Disclosure Letter. (iii) Except as set forth in Section 4(q)(iii) of the Seller Disclosure Letter, Seller has no reason to believe that in the event financial condition of any valid claim arising under other party to any Reinsurance Contract is impaired with the reinsurances in respect of result that a Total Loss or other claim where, as provided by the [Lease], such claim is to default thereunder may reasonably be paid to the person(s) named as loss payee(s) under the primary insurances, the reinsurers shall in lieu of payment to the reinsured, its successors in interest and assigns, pay to the person(s) named as loss payee(s) under the primary insurances effected by the Insured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reinsured anticipated (subject to proof of loss), it being understood that whether or not such default may be cured by the operation of any offset clause in such agreement shall not be taken into account) and agreed Seller has no reason to believe that any amounts recoverable under such payment by Reinsurance Contracts (including, but not limited to, amounts based on paid and unpaid losses and any reimbursable expenses) are not fully collectible. As of the reinsurers shall date hereof, NLC and each of its Subsidiaries are entitled to take full credit in their respective Regulatory Statements (to the extent credit has been taken in such Regulatory Statements) pursuant to applicable Laws for all reinsurance and coinsurance ceded pursuant to any Reinsurance Contract. (iv) Except as set forth in Section 4(q)(iv) of such paymentthe Seller Disclosure Letter, there are no existing or threatened disputes with any reinsurer regarding payment of a claim under any Reinsurance Contract. (v) fully discharge and release Neither of the reinsurers from Insurance Companies is a party to any and all further liability in connection therewith. Any payment due under this clause shall not contravene Reinsurance Contract with any law, statute or decree of [insert country of primary insurer]their Affiliates.”