Common use of Reinsurance Clause in Contracts

Reinsurance. reinsurance with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be on the same terms as the original insurances and will include the provisions of this Schedule; (ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”

Reinsurance. (a) Copies of all 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 reinsurers acceptable respect to Lessor acting 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 Parent Reinsurance Agreement is required a valid and binding agreement of the applicable Parent Subsidiary, enforceable against such reinsurance will: Parent Subsidiary in accordance with its terms (i) except as may be on the same terms as the original insurances and will include the provisions of this Schedule; (ii) provide that notwithstanding any limited by bankruptcy, insolvency, liquidationmoratorium, dissolution or other similar proceedings laws affecting or relating to enforcement of creditors’ rights generally, or affecting by principles of equity, none of which conditions, to the reinsured that Knowledge of the reinsurers’ liability will 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 to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such limited by bankruptcy, insolvency, liquidationmoratorium, dissolution or other similar proceedings) discharged its obligations in full under the original insurance policies in respect laws affecting or relating to enforcement of creditors’ rights generally, or by principles of equity, none of which conditions, to the then relevant policy Knowledge of reinsurance has been effected; andParent, exist as of the date hereof). (iiib) contain Each Parent Subsidiary party to a Parent Reinsurance Agreement pursuant to which a Parent Subsidiary has ceded, transferred or reinsured any obligations or liabilities (“cut-through” clause Parent Retrocession Agreements”) is entitled to take full credit (except (i) in the following form case of PXRE Reinsurance Company, as set forth on Schedule F of such Parent Subsidiary’s Parent Statutory Statement, or (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, ii) in the event case of any claim arising under the reinsurances in respect of a total loss or other claimPXRE Reinsurance Ltd., as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (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; subject of the other parties to such provisions not contravening any Law of the State of Incorporation;”Parent Retrocession Agreements.

Reinsurance. (a) Copies of all 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 reinsurers acceptable respect to Lessor acting 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 Company Reinsurance Agreement is required a valid and binding agreement of the applicable Company Subsidiary, enforceable against such reinsurance will: Company Subsidiary in accordance with its terms (i) except as may be on the same terms as the original insurances and will include the provisions of this Schedule; (ii) provide that notwithstanding any limited by bankruptcy, insolvency, liquidationmoratorium, dissolution or other similar proceedings laws affecting or relating to enforcement of creditors’ rights generally, or affecting by principles of equity, none of which conditions, to the reinsured that Knowledge of the reinsurers’ liability will Company, exist as of the 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 to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such limited by bankruptcy, insolvency, liquidationmoratorium, dissolution or other similar proceedings) discharged its obligations in full under the original insurance policies in respect laws affecting or relating to enforcement of creditors’ rights generally, or by principles of equity, none of which conditions, to the then relevant policy Knowledge of the Company, exist as 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 effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided received by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to Company or any of the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers Company Subsidiaries from any and all further liability in connection therewith; subject of the other parties to such provisions not contravening any Law of the State of Incorporation;”Company Retrocession Agreements.

Reinsurance. reinsurance with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be on the same terms as the original insurances and will include the provisions of this Schedule; (ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12January 25, 2007 2008 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”

Reinsurance. reinsurance with (a) Section 3.14(a) of the Seller Disclosure Letter sets forth a true, complete and correct list, as of the Contract Date, of all Contracts under which MONY or MLOA has ceded or retroceded risk included in the Business to reinsurers acceptable (whether or not Affiliates) that are currently in effect (the “Ceded Reinsurance Contracts”). Seller has delivered to Lessor acting reasonably is required Purchaser true and correct copies of the Ceded Reinsurance Contracts, and such reinsurance will:copies are complete in all material respects. (b) Except as set forth in Section 3.14(b) of the Seller Disclosure Letter, (i) be on each of the same terms 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 original insurances and will include Knowledge of Seller, each other party thereto, enforceable against MONY or MLOA (as applicable) and, to the provisions Knowledge of this Schedule; Seller, each other party thereto in accordance with its terms, subject to the Enforceability Exceptions, (ii) provide that notwithstanding any bankruptcyneither MONY nor MLOA, insolvencyon the one hand, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under nor the relevant policy reinsurer, on the other hand, has given notice of reinsurance if the reinsured had termination (immediately before such bankruptcy, insolvency, liquidation, dissolution provisional or similar proceedingsotherwise) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and any Ceded Reinsurance Contract other than for termination with respect to new business and (iii) contain neither MONY nor MLOA, on the one hand, nor, to the Knowledge of Seller, any such reinsurer, on the other hand, is in default in any material respect or material breach under any Ceded Reinsurance Contracts. (c) 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 “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 form (or otherwise satisfactory right, as a result of the consummation of the transactions contemplated by this Agreement, to Lessor): “The Reinsurers and modify the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss price or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent terms of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”Ceded Reinsurance

Reinsurance. 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 reinsurers acceptable respect to Lessor acting reasonably insurance or similar arrangements (the “Reinsurance Contracts”) to which it is required and 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 will: Reinsurance Contract; (ic) be on none of the same terms as Corporation or, to the original insurances and will include Knowledge of the provisions Vendor, any reinsurer under any Reinsurance Contract, is insolvent or the subject of this Schedule; (ii) provide that notwithstanding any bankruptcy, insolvencya rehabilitation, liquidation, dissolution conservatorship, receivership, bankruptcy or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers Proceeding and the Reinsured hereby mutually agree that, in the event financial condition of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim reinsurer is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (not impaired to the extent that a default thereunder is reasonably anticipated; and (d) no written notice of such payment) fully discharge and release intended cancellation has been received by the Reinsurers 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 further liability material respects, with all Applicable Law relating to reinsurance. The Corporation has performed in connection therewith; subject to such provisions not contravening any Law all material respects all of the State obligations required to be performed 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 Incorporation;”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 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 last three years, there has been no material change, including cancellation, commutation, recapture or re- pricing, to any Reinsurance Contract. Except as disclosed in Schedule 3.1(15), to the Knowledge of the Vendor, there are no circumstances or events which are likely to lead to the cancellation or suspension of any Reinsurance Contract or to the termination of any such Reinsurance Contract at a date earlier than the date otherwise provided under such Reinsurance Contract.

Reinsurance. (a) Each reinsurance with reinsurers acceptable or retrocession treaty or agreement slip, binder, cover or other similar arrangement to Lessor acting reasonably which TTIC is required a party (“Reinsurance Contract”) is valid and such reinsurance will: (i) be binding on TTIC and, to the same terms Company’s Knowledge, each other party thereto, and is in full force and effect, except in each case, as the original insurances and will include the provisions of this Schedule; (ii) provide that notwithstanding any limited by applicable bankruptcy, insolvency, liquidationreorganization, dissolution moratorium, fraudulent conveyance and any other Laws of general application affecting enforcement of creditors rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or similar proceedings other equitable remedies, and except where the failure to be valid, binding or in full force and effect is not, or would not reasonably be expected to be, material to the Company. TTIC and, to the Company’s Knowledge, each third party ceding company or reinsurer that is a party to any Reinsurance Contract is not insolvent or the subject of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvencyrehabilitation, liquidation, dissolution conservatorship, receivership, bankruptcy or similar proceedingsproceeding, and the financial condition of such ceding company or reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, except as is not, or would not reasonably be expected to be, material to the Company. TTIC and, to the Company’s Knowledge, any other party to any Reinsurance Contract, has performed all obligations required to be performed by it thereunder in all material respects. (c) discharged its obligations in full under Since January 1, 2018, (i) there has not been any dispute with respect to any amounts recoverable or payable by TTIC pursuant to any Reinsurance Contract, (ii) no reinsurer party to a Reinsurance Contract has denied coverage or disputed the original insurance policies in amount of such with respect of which the then relevant policy of reinsurance has been effected; and to any current or prospective claim and (iii) contain no ceding party under a “cut-through” clause Reinsurance Contract has disputed the denial of or the amount of coverage afforded with respect to any current or prospective claim, in each case, except as is not, or would not reasonably be expected to be, material to the Company. TTIC was entitled under SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the following form (or otherwise satisfactory SAP Statements for any amounts recoverable by it pursuant to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”Reinsurance Contract.

Reinsurance. Except as individually or in the aggregate, is not and would not be reasonably expected to be, material to the Company and the Company Insurance Subsidiaries, taken as a whole, (A) 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 with reinsurers acceptable ceded by the Company or such Company Insurance Subsidiary, as applicable, to Lessor acting reasonably such counterparty will be uncollectible or otherwise defaulted upon, (B) to the knowledge of the Company, no party to a Reinsurance Agreement is required and such reinsurance will: (i) be on insolvent or the same terms as the original insurances and will include the provisions subject of this Schedule; (ii) provide that notwithstanding any bankruptcy, insolvencya rehabilitation, liquidation, dissolution conservatorship, receivership, bankruptcy or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had proceeding, (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedingsC) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under knowledge of the primary insurancesCompany, the Reinsurers will in lieu financial condition of payment each party to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (a Reinsurance Agreement is not impaired to the extent of such paymentthat a default thereunder is reasonably anticipated, (D) fully discharge there are no, and release since January 1, 2019 there have been no, disputes under any Reinsurance Agreement other than disputes in the Reinsurers from 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 further liability such amounts recoverable have been properly recorded in connection therewith; subject its books and records of account (if so accounted therefor) and are properly reflected in its Statutory Statements, and no Governmental Entity has objected in writing to such provisions not contravening any Law characterization and accounting. None of the State Reinsurance Agreements is finite reinsurance, financial reinsurance or such other form of Incorporation;”reinsurance that does not meet the risk transfer requirements under applicable laws.

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 with reinsurers acceptable may be required by Sublessor if it is customary for international aircraft lessors to Lessor acting reasonably is required require reinsurance in such jurisdictions, and such reinsurance willshall: (i) be on the same terms as the original insurances insurance and will include the provisions of this ScheduleSection 11; (ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to LessorSublessor): “The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and claim made between Lessor Sublessor and Lessee, Sublessee such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith”; subject to such provisions not contravening any Law of the State state of Incorporationincorporation of the Sublessee;”

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be is on the same terms as the original insurances insurance and will include includes the provisions of required by this Schedule; Agreement; (ii) provide that notwithstanding -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain contains a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Aircraft Amended and Restated Engine Lease Agreement [GPA 1991 AWA-E1] dated March 12as of November 26, 2007 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be is on the same terms as the original insurances insurance and will include includes the provisions of required by this Schedule; Agreement; (ii) provide that notwithstanding provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain contains a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Amended and Restated Aircraft Lease Agreement [GPA 1990 AWA-14] dated March 12as of November 26, 2007 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. reinsurance with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be All reinsurance or coinsurance treaties or agreements, including retrocessional agreements, to which NLC or any of its Subsidiaries is 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 the Knowledge of Seller, 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(q)(i) of the same terms as Seller Disclosure Letter, no Reinsurance Contract contains any provision providing that the original insurances and will include other party thereto may terminate or otherwise modify, amend or exercise any rights with respect to such agreement by reason of the provisions of this Schedule;Transaction. (ii) provide that notwithstanding No reinsurer under any bankruptcysuch Reinsurance Contract has given any notice of termination or commutation with respect to any such Reinsurance Contract, insolvencynor, liquidationto the Knowledge of Seller, dissolution is there any threat of such a notice of termination or similar proceedings commutation, and there is no pending or, to the Knowledge of or affecting Seller, threatened dispute under any such Reinsurance Contract regarding the reinsured that liability for any claim, except as set forth on Section 4(q)(ii) of the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; andSeller Disclosure Letter. (iii) contain a “cut-through” clause Except as set forth in Section 4(q)(iii) of the following form (or otherwise satisfactory Seller Disclosure Letter, Seller has no reason to Lessor): “The Reinsurers and believe that the Reinsured hereby mutually agree that, in the event financial condition of any 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, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to default thereunder may reasonably be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the 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 will date hereof, NLC and each of its Subsidiaries are entitled to take full credit in their respective Regulatory Statements (to the extent of credit has been taken in such paymentRegulatory Statements) fully discharge pursuant to applicable Laws for all reinsurance and release the Reinsurers from coinsurance ceded pursuant to any and all further liability Reinsurance Contract. (iv) Except as set forth in connection therewith; subject to such provisions not contravening any Law Section 4(q)(iv) of the State Seller Disclosure Letter, there are no existing or threatened disputes with any reinsurer regarding payment of Incorporation;”a claim under any Reinsurance Contract. (v) Neither of the Insurance Companies is a party to any Reinsurance Contract with any of their Affiliates.

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be is on the same terms as the original insurances insurance and will include includes the provisions of required by this Schedule; Agreement; (ii) provide that notwithstanding provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain contains a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Amended and Restated Aircraft Lease Agreement [GPA 1990 AWA-13] dated March 12as of November 26, 2007 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be is on the same terms as the original insurances insurance and will include includes the provisions of required by this Schedule; Agreement; (ii) provide that notwithstanding provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain contains a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Amended and Restated Aircraft Lease Agreement dated March 12as of November __, 2007 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. reinsurance with reinsurers acceptable to Lessor acting reasonably 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 and such reinsurance willreinsurances shall: (i) a. be on the same terms as the original insurances (and will shall include the provisions of set out in this ScheduleSection 14); b. contain a “cut-through” clause in the following terms or otherwise satisfactory to Lessor and any Lender: “The reinsurers hereby agree that in the event of any 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 named as sole loss payee under the primary insurances, the reinsurers shall in lieu of payment to the reassured, its successors in interest and assigns, pay to the person named as sole loss payee under the primary insurances effected by the assured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reassured (iisubject 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 the Government of Lessee’s jurisdiction”; and c. provide that notwithstanding in the case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured reassured that the reinsurers’ liability will 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 reinsured reassured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has had been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”.

Reinsurance. if reinsurance with reinsurers acceptable to Lessor acting reasonably is required and a requirement of the Aircraft Lease Agreement such reinsurance will: (i) be on the same terms as the original insurances and will include the provisions of this Schedule; (ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Aircraft Lease Agreement dated March 12, 2007 as of [__________] and made between Lessor [Lessor] and [Lessee, ] such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith”; subject to such provisions not contravening any Law of the State of Incorporation;”; and

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be is on the same terms as the original insurances insurance and will include includes the provisions of required by this Schedule; Agreement; (ii) provide that notwithstanding provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain contains a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Amended and Restated Aircraft Lease Agreement [GPA 1990 AWA-16] dated March 12as of November 26, 2007 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. if reinsurance with reinsurers acceptable to Lessor acting reasonably is required for the Insurances to be acceptable under the Lease, including without limitation, the requirements of Section 8.6 and this Schedule 9 such reinsurance will: (i) be on the same terms as the original insurances and will include the provisions of this Schedule; (ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause Section in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Aircraft Operating Lease Agreement dated March 12, 2007 [ ] 20[ ] and made between Lessor [Lessor] and [Lessee, ] such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith”; subject to such provisions not contravening any Law of the State of Incorporation;”; and

Reinsurance. reinsurance 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 Lessor acting Lessee, Ex-Im Bank and the Security Trustee, the insurers shall maintain reinsurance 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 less 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 is required acceptable to Lessee, Ex-Im Bank and such the Security Trustee). Any reinsurance will: (i) shall: be on the same terms as the original insurances insurances; and will include the provisions of this Schedule; (ii) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following customary industry form (or and otherwise satisfactory to Lessor): “The Reinsurers Ex-Im and the Reinsured hereby mutually agree Security Trustee and reasonably satisfactory to the Lessee) providing that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurancesreinsurance, the Reinsurers will reinsurers thereunder shall, in lieu of payment to the Reinsured, original insurer or its successors in interest and assigns assigns, pay to or to the Person named order of the contract parties as sole loss payee under the primary insurances effected by the Reinsured payees that portion of any loss due for which the Reinsurers 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 will (to the extent of such payment) reinsurers thereunder shall fully discharge and release the Reinsurers original insurers from any and all further liability in connection therewith; subject and provide for payment to such provisions not contravening any Law be made directly to or to the order of the State contract parties as provided herein notwithstanding (x) any bankruptcy, insolvency, liquidation or dissolution of Incorporation;”the original insurer(s), and/or (y) that the original insurer(s) have made no payment under the primary insurance policies. 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 laws, statutes or decrees of the Russian Federation.

Reinsurance. reinsurance with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be All reinsurance or coinsurance treaties or agreements, including retrocessional agreements, to which NLASCO or any of its Subsidiaries is a party and under which NLASCO or any of its Subsidiaries has any existing rights, obligations or liabilities (collectively, “Reinsurance Contracts”) are in full force and effect and neither NLASCO nor the relevant Subsidiary is in breach of any material provision thereof and, to the Knowledge 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) of the same terms as Disclosure Letter, no Reinsurance Contract contains any provision providing that the original insurances and will include other party thereto may terminate such agreement by reason of the provisions of transactions contemplated by this Schedule;Agreement. (ii) provide that notwithstanding any bankruptcySection 4(r)(ii) of the Disclosure Letter lists all Reinsurance Contracts entered into since January 1, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and2001. (iii) contain 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 Sellers, is there any threat of such a “cut-through” clause notice of termination or commutation, and there is no pending or, to the Knowledge of Sellers, threatened dispute under any such Reinsurance Contract regarding the liability for any claim, except as set forth on Section 4(r)(iii) of the Disclosure Letter. (iv) Except as set forth in Section 4(r)(iv) of the following form (or otherwise satisfactory Disclosure Letter, Sellers have no reason to Lessor): “The Reinsurers and believe that the Reinsured hereby mutually agree that, in the event financial condition of any 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, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to default thereunder may reasonably be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the 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 will date hereof, NLASCO and each of its Subsidiaries are entitled to take full credit in their respective Regulatory Statements (to the extent of credit has been taken in such paymentRegulatory Statements) fully discharge pursuant to applicable laws for all reinsurance and release the Reinsurers from coinsurance ceded pursuant to any and all further liability Reinsurance Contract. (v) Except as set forth in connection therewith; subject to such provisions not contravening any Law Section 4(r)(v) of the State Disclosure Letter, there are no existing or threatened disputes with any reinsurer regarding payment of Incorporation;”a claim under any Reinsurance Contract.

Reinsurance. reinsurance The Borrower shall not, 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 Lessor acting reasonably is required and such the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating by Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance will:ceded thereby would exceed 15% of 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) be continue to maintain and from time to time amend or replace the Surplus Relief Reinsurance in effect on the same terms as the original insurances date hereof and will include the provisions of this Schedule; 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 any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting more than $75,000,000 in after-tax surplus relief benefit to the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effectedInsurance Subsidiaries; andor (iiid) contain enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a “cut-through” clause 50% or more reduction of annuity deposits in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and aggregate for all of the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and LesseeInsurance Subsidiaries, such claim is amount to be paid to the Person named as sole loss payee under the primary insurancescalculated on a cumulative basis from January 1, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”2013.

Reinsurance. Section 3.19 of the Disclosure Schedule sets forth a list, as of the date of this Agreement, of (a) all treaties, agreements, slips, binders, cover notes or other similar arrangements of assumed and ceded reinsurance of each Company with reinsurers acceptable respect to Lessor acting the conduct of the Business 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) all pending Actions related to any Reinsurance Agreement. Copies of 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 failed to meet the underwriting standards required for any business reinsured thereunder. To the Knowledge of Seller, no other party to any Reinsurance Agreement is in default thereunder and no other party to any Reinsurance Agreement is the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. None of the Seller 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 is required and be anticipated, whether or not such reinsurance will: default may be cured by the operation of any offset clause in such agreement. With respect to each Reinsurance Agreement, (i) there has been no separate agreement between any Company and any other party to such Reinsurance Agreement that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any such Reinsurance Agreement, (ii) for each such Reinsurance Agreement for which risk transfer is not reasonably considered to be on self-evident to the same terms as 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 original insurances economic intent of the transaction and will include 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 Reinsurance Agreement and (iv) the Company has appropriate controls in place to monitor the use of reinsurance and comply with the provisions of this Schedule; (ii) provide that notwithstanding any bankruptcySSAP No. 61R, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers applicable SAP and the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”applicable Law.

Reinsurance. reinsurance with (a) Section 3.14(a) of the Seller Disclosure Letter sets forth a true, complete and correct list, as of the Contract Date, of all Contracts under which MONY or MLOA has ceded or retroceded risk included in the Business to reinsurers acceptable (whether or not Affiliates) that are currently in effect (the “Ceded Reinsurance Contracts”). Seller has delivered to Lessor acting reasonably is required Purchaser true and correct copies of the Ceded Reinsurance Contracts, and such reinsurance will:copies are complete in all material respects. (b) Except as set forth in Section 3.14(b) of the Seller Disclosure Letter, (i) be on each of the same terms 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 original insurances and will include Knowledge of Seller, each other party thereto, enforceable against MONY or MLOA (as applicable) and, to the provisions Knowledge of this Schedule; Seller, each other party thereto in accordance with its terms, subject to the Enforceability Exceptions, (ii) provide that notwithstanding any bankruptcyneither MONY nor MLOA, insolvencyon the one hand, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under nor the relevant policy reinsurer, on the other hand, has given notice of reinsurance if the reinsured had termination (immediately before such bankruptcy, insolvency, liquidation, dissolution provisional or similar proceedingsotherwise) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and any Ceded Reinsurance Contract other than for termination with respect to new business and (iii) contain neither MONY nor MLOA, on the one hand, nor, to the Knowledge of Seller, any such reinsurer, on the other hand, is in default in any material respect or material breach under any Ceded Reinsurance Contracts. (c) 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 “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 right, as a result of the consummation of the transactions contemplated by this Agreement, to modify the price or other terms of such Ceded Reinsurance Contract. As of and since December 31, 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 following form 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. (d) Except as set forth on Section 3.14(d) of the Seller Disclosure Letter, neither MONY nor MLOA is a party to any reinsurance, retrocession or otherwise satisfactory similar Contracts under which any Person cedes to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, MONY or MLOA any risks included in the event Business, whether or not any such Contract is currently accepting new business. (e) Section 3.14(e) of the Seller Disclosure Letter sets forth a true, complete and correct list of all Ceded Reinsurance Contracts under which MLOA has ceded risk included in the Business that (i) by their terms require MLOA or any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 its Affiliates to retain unreinsured and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, for its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that account any portion of the MLOA Business or (ii) require consent from any loss due 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 Reinsurers would otherwise be liable to pay the Reinsured one hand, and any Affiliates of MONY or MLOA (subject to proof of lossother than MONY or MLOA), it being understood and agreed on the other hand, have ceded or retroceded, or may cede or retrocede, any risk that any such payment by is not included in the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”Business.

Reinsurance. reinsurance with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be on Notwithstanding Section 10(a), the same terms as the original insurances and will include the provisions of this Schedule; (ii) provide Lessee shall procure that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of the Insurances maintained by the Lessee in accordance with the provisions in this Section 10 which are not placed directly into the then relevant policy 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 has been effected; and in all respects reasonably satisfactory to the Lessor covering identical subject matter, terms and risk for an amount equal to not less than 75% of the coverage amount (iiior such higher percentage as Lessee shall from time to time generally have agreed in leasing or financing agreements relating to other aircraft of the same or comparable model within Lessee’s fleet) on terms reasonably acceptable to the Lessor (the “Reinsurances”). Any Reinsurances shall contain a “cut-through” clause in the following form (or otherwise satisfactory generally used from time to Lessor): “The Reinsurers and time in the Reinsured hereby mutually agree London reinsurance market providing that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurancesReinsurances, the Reinsurers will reinsurers thereunder shall, in lieu of payment to the Reinsured, original insurer or its successors in interest and assigns assigns, pay to or to the Person named order of the Contract Parties as sole loss payee under the primary insurances effected by the Reinsured payees that portion of any loss due for which the Reinsurers 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 will (to the extent of such payment) reinsurers thereunder shall fully discharge and release the Reinsurers original insurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”.

Reinsurance. As of the date of this Agreement, (a) each reinsurance with reinsurers acceptable treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to Lessor acting which any Company Insurance Subsidiary is the cedent (the “Company Reinsurance Contracts”) is valid and binding on the applicable Company Insurance Subsidiary, and to the Knowledge 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 is be expected to have a Material Adverse Effect, (b) the applicable Company Insurance Subsidiary, and, to the Knowledge of the Company, any other party thereto, has performed all obligations required and to be performed by it under each Company Reinsurance Contract, except where such reinsurance will: noncompliance would not reasonably be expected to have a Material Adverse Effect, (c) to the Knowledge of the Company, none of the Company Insurance Subsidiaries has received notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Company Insurance Subsidiary under any Company Reinsurance Contract, except where such default would not reasonably be expected to have a Material Adverse Effect, (d) to the Knowledge of the Company, (i) be there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the same terms as the original insurances and will include the provisions part of this Schedule; any counterparty under such Company Reinsurance Contract, (ii) provide that notwithstanding any bankruptcy, insolvencyno such counterparty is insolvent or the subject of a rehabilitation, liquidation, dissolution conservatorship, receivership, bankruptcy or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcyproceeding, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, in the event financial condition of any claim arising such reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated, except as would not reasonably be expected to have a Material Adverse Effect, (e) 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 Material Adverse Effect and (g) the 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, as provided by the Aircraft Lease Agreement dated March 12, 2007 account and made between Lessor and Lessee, are properly reflected in its Company Statutory Statements. No such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of 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 the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law reason of the State consummation of Incorporation;”the Merger.

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: will (i) be on the same terms as the original insurances insurance and will include the provisions of required by this Schedule; Agreement, (ii) provide that notwithstanding in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total - 77 - 83 loss or other claim, claim where as provided by the Amended and Restated Aircraft Lease Agreement dated March 12as of September 22, 2007 1990 as amended and restated as of November __, 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: will (i) be on the same terms as the original insurances insurance and will include the provisions of required by this Schedule; Agreement, (ii) provide that notwithstanding in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Amended and Restated Aircraft Lease Agreement [GPA 1989 BN-5] dated March 12as of October 1, 2007 1991 as amended and restated as of November 26, 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. reinsurance with reinsurers acceptable to Lessor acting reasonably 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 and such reinsurance willreinsurances shall: (i) a. be on the same terms as the original insurances (and will shall include the provisions of set out in this ScheduleSection 14); b. contain a “cut-through” clause in the following terms or otherwise satisfactory to Lessor and any Lender: “The reinsurers hereby agree that in the event of any 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 named as sole loss payee under the primary insurances, the reinsurers shall in lieu of payment to the reassured, its successors in interest and assigns, pay to the person named as sole loss payee under the primary insurances effected by the assured that portion of any loss due for which the reinsurers would otherwise be liable to pay the reassured (iisubject 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 the Government of Lessee’s jurisdiction”; and c. provide that notwithstanding in the case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured reassured that the reinsurers’ liability will 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 reinsured reassured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has had been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”.

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be is on the same terms as the original insurances insurance and will include includes the provisions of required by this Schedule; Agreement; (ii) provide that notwithstanding provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain contains a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Amended and Restated Aircraft Lease Agreement [GPA 1990 AWA-15] dated March 12as of November 26, 2007 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. reinsurance The Borrower shall not, 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 Lessor acting reasonably is required and such the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating by Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance will:ceded thereby would exceed 15% of 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) be continue to maintain and from time to time amend, restate, extend or replace the Surplus Relief Reinsurance in effect on the same terms as the original insurances date hereof and will include the provisions of this Schedule; 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 any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting more than $75,000,000 in after-tax surplus relief benefit to the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effectedInsurance Subsidiaries; andor (iiid) contain enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a “cut-through” clause 50% or more reduction of annuity deposits in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and aggregate for all of the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and LesseeInsurance Subsidiaries, such claim is amount to be paid to the Person named as sole loss payee under the primary insurancescalculated on a cumulative basis from January 1, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”2016.

Reinsurance. Each reinsurance with reinsurers acceptable treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to Lessor acting reasonably which any Protective Insurance Subsidiary cedes premium (the “Protective Reinsurance Contracts”) is required valid and such reinsurance will: (i) be 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 and will include the provisions of this Schedule; (ii) provide that notwithstanding any enforcement may be limited by bankruptcy, insolvency, liquidation, dissolution reorganization or similar proceedings Laws affecting creditors’ rights generally and by general principles of equity, and except where the failure to be valid, binding or affecting in full force and effect, individually or in the reinsured that aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the reinsurers’ liability will be applicable Protective Insurance Subsidiaries or, to make such payments as would have fallen due 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 relevant policy terms of reinsurance if such Protective Reinsurance Contract, except where such default or breach, individually or in the reinsured aggregate, has not had (immediately before such bankruptcyand would not reasonably be expected to have a Material Adverse Effect. None of the Protective Insurance Subsidiaries or, insolvencyto the Knowledge of Protective, any reinsurer under any Protective Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, dissolution conservatorship, receivership, bankruptcy or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers proceeding and the Reinsured hereby mutually agree that, in the event financial condition of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim reinsurer is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (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 therewith; subject the aggregate, have not had and would not reasonably be expected to such provisions have a Material Adverse Effect. Except as would not contravening reasonably be expected to have a Material Adverse Effect, no Protective Reinsurance Contract contains any Law provision providing that any party thereto (other than Protective or any Protective Subsidiary) may terminate, cancel or commute the same by reason of the State consummation of Incorporation;”the Merger.

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be is on the same terms as the original insurances insurance and will include includes the provisions of required by this Schedule; Agreement; (ii) provide that notwithstanding provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain contains a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Aircraft Amended and Restated Engine Lease Agreement [GPA 1990 AWA-E1] dated March 12as of November __, 2007 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. reinsurance with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be on Notwithstanding Section 10(a), the same terms as the original insurances and will include the provisions of this Schedule; (ii) provide Lessee shall procure that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of the Insurances maintained by the Lessee in accordance with the provisions in this Section 10 which are not placed directly into the then relevant policy 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 has been effected; and in all respects satisfactory to the Loan Trustee covering identical subject matter, terms and risk for an amount equal to not less than 75% of the coverage amount (iiior such higher percentage as Lessee shall from time to time generally have agreed in leasing or financing agreements relating to other aircraft of the same or comparable model within Lessee’s fleet) on terms reasonably acceptable to the Loan Trustee (the “Reinsurances”). Any Reinsurances shall contain a “cut-through” clause in the following form (or otherwise satisfactory generally used from time to Lessor): “The Reinsurers and time in the Reinsured hereby mutually agree London reinsurance market providing that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurancesReinsurances, the Reinsurers will reinsurers thereunder shall, in lieu of payment to the Reinsured, original insurer or its successors in interest and assigns assigns, pay to or to the Person named order of the Contract Parties as sole loss payee under the primary insurances effected by the Reinsured payees that portion of any loss due for which the Reinsurers 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 will (to the extent of such payment) reinsurers thereunder shall fully discharge and release the Reinsurers original insurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”.

Reinsurance. reinsurance with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance Where applicable, the Reinsurances will: (i) 5.1.1 be on the same terms as the original insurances Insurances and will include the provisions of this Schedule; (ii) 5.1.2 provide that that, notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or in any relevant jurisdiction affecting the reinsured that reinsured, the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedingsproceedings in any relevant jurisdiction) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) 5.1.3 contain a “cut-through” clause in substantially the following form (or otherwise otherwise, satisfactory to Lessor): ): 5.1.4 “The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lesseeloss, such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the . The Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured Reinsured, that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; therewith subject to such provisions not contravening any Law of the State of Incorporation;applicable law”.

Reinsurance. Any reinsurance will be maintained with reinsurers acceptable to Lessor acting reasonably is required 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 willin respect of the Insurances under Clause 14 of this Agreement must: (ia) be on the same terms as the original insurances and will include the provisions of this Scheduleinsurance; (b) 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 Brazil, and shall be effected in the insurance markets in Lloyd’s of London, or other 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 any the bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that party, the reinsurers’ liability reinsurers will be liable to make such payments as would have fallen due payment 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 policies policy; (d) be with insurers of recognised responsibility with limits in respect line with those of which the then relevant policy of reinsurance has been effectedstandard airline practice; and (iiie) contain a “cut-cut through” clause in the following form (terms or otherwise satisfactory to Lessor): : “The Reinsurers and the Reinsured reinsurers hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss Total Loss or other claimclaim where, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and LesseeLease, such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will reinsurers shall in lieu of payment to the Reinsuredreinsured, its successors in interest and assigns assigns, pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured Insured that portion of any loss due for which the Reinsurers 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 will reinsurers shall (to the extent of such payment) fully discharge and release the Reinsurers reinsurers from any and all further liability in connection therewith; subject to such provisions . Any payment due under this clause shall not contravening contravene any Law law, statute or decree of the State [insert country of Incorporation;primary insurer].”

Reinsurance. reinsurance (a) Immediately prior to the Closing, Seller shall and shall cause its Affiliates (including FFIC) to partially commute the AGR US Pooling Agreement, solely with reinsurers acceptable respect to Lessor acting reasonably is required In-Scope Policies (with such commutation effective as of immediately prior to the Effective Time), pursuant to the terms of the Commutation Agreement. (b) 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 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 reinsurance will: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 thirty (30) days’ prior to Closing), (i) 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 on bifurcated (or otherwise modified in a manner which bifurcates such loss fund or account) such that there is a separate loss fund or settlement account designated solely for use in connection with the same terms Business which fund or account shall be a “Third-Party Loss Fund” (as defined in the original insurances and will include the provisions of this Schedule; Administrative Services Agreements) and/or (ii) provide that notwithstanding to the extent Seller gets a credit for such balances allocated to the Third-Party Loss Fund in the 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 bankruptcyother resulting fund, insolvency, liquidation, dissolution or similar proceedings of or affecting approximately in proportion to the reinsured that the reinsurers’ liability will be to make losses paid from such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies Existing Loss Funds in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers Business and the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by any Excluded Business over the Aircraft Lease Agreement dated March consecutive twelve (12, 2007 and made between Lessor and Lessee, such claim is to be paid ) month period prior to the Person named as sole loss payee under the primary insurances, the Reinsurers will date of bifurcation or otherwise in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”a commercially reasonable manner.

Reinsurance. reinsurance The Borrower shall not, 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 Lessor acting reasonably is required and such the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating by Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements with Xxxxx’x of London if the aggregate amount of reinsurance will:ceded thereby would exceed 15% of 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) be continue to maintain and from time to time amend, restate, extend or replace the Surplus Relief Reinsurance in effect on the same terms as the original insurances date hereof and will include the provisions of this Schedule; 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 any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting more than $75,000,000 in after-tax surplus relief benefit to the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effectedInsurance Subsidiaries; andor (iiid) contain enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a “cut-through” clause 50% or more reduction of annuity deposits in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and aggregate for all of the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and LesseeInsurance Subsidiaries, such claim is amount to be paid to the Person named as sole loss payee under the primary insurancescalculated on a cumulative basis from January 1, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”2016.

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be is on the same terms as the original insurances insurance and will include includes the provisions of required by this Schedule; Agreement; (ii) provide that notwithstanding -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain contains a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Aircraft Amended and Restated Engine Lease Agreement [GPA 1991 AWA-E3] dated March 12as of November 26, 2007 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be is on the same terms as the original insurances insurance and will include includes the provisions of required by this Schedule; Agreement; (ii) provide that notwithstanding provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain contains a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Amended and Restated Aircraft Lease Agreement [GPA 1989 BN-8] dated March 12as of June __, 2007 1997 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. To the extent that any of the insurances described in (a) through (c) above is subject to any risk retention or similar requirement of any relevant jurisdiction, Borrowers shall procure or, as applicable, cause any relevant lessee to procure, reinsurance upon terms reasonably satisfactory to Agent, including, without limitation, an acceptable “cut through” clause. All such policies of insurance shall be with reinsurers financially sound and reputable insurance companies acceptable to Lessor acting Agent in 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 is satisfactory to 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 and such reinsurance will: above, which shall (i) be on the same terms name Agent and each Lender as the original insurances and will include the provisions of this Schedule; an “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 notwithstanding that, Agent and each Lender shall be notified in writing by the insurer(s) of any bankruptcyproposed cancellation, insolvency, liquidation, dissolution termination or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies material change in respect of which the then relevant policy such policy, at least thirty (30) days prior to any proposed cancellation, termination or material change and seven (7) days in respect of reinsurance has been effected; and cancellation for war risk (iiior such lesser period that may be stated in any automatic termination provision in such policy), (iv) contain a “cut-through” clause waiver of subrogation in favor of Agent for itself and on behalf of the following form 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 otherwise satisfactory representations to Lessor): “The Reinsurers underwriters, 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 Reinsured hereby mutually agree thatinsurance, in the event solvency of the insurance companies, the adequacy of the coverage, or the collection of claims. Borrowers shall give Agent prompt notice of any claim arising loss exceeding $10,000,000 covered by the 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 the reinsurances any property insurance policies of any loss in respect of a total loss or other claimthe Collateral exceeding $10,000,000, as provided by the Aircraft Lease Agreement dated March 12to receive, 2007 receipt and made between Lessor give acquittance for any payments that may be payable thereunder, and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from execute any and all further liability in connection therewith; subject endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such provisions not contravening any Law of the State of Incorporation;”insurance policies.

Reinsurance. reinsurance (a) DSSC has made available to the 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 Disclosure 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 reinsurers acceptable respect to Lessor acting 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) Except as has not had and would not reasonably is required and such reinsurance will: 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 on the same terms as the original insurances and will include the provisions of this Schedule; uncollectible or otherwise defaulted upon, (ii) provide that notwithstanding any bankruptcyto the Knowledge of DSSC, insolvencyno party to a Reinsurance Agreement under which CBIC is the cedent is the subject of a rehabilitation, liquidation, dissolution conservatorship, receivership, bankruptcy or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcyproceeding, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause from January 1, 2008 to the date hereof, there have been no disputes under any Reinsurance Agreement other than disputes in the following form 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 account (if so accounted therefor) and are properly reflected in its Statutory Statements. (c) 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 would under any circumstances reduce, limit, mitigate or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, in the event of affect any claim arising under the reinsurances in respect of a total actual or potential loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee parties under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”Reinsurance Agreement.

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: (i) be is on the same terms as the original insurances insurance and will include includes the provisions of required by this Schedule; Agreement; (ii) provide that notwithstanding -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain contains a “"cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Aircraft Amended and Restated Engine Lease Agreement [GPA 1991 AWA-E2] dated March 12as of November 26, 2007 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. (a) Section 5.18(a) of the Business Disclosure Schedule sets forth, as of the date of this Agreement, a true and correct list of each reinsurance with reinsurers acceptable Contract, including assumed and retrocessional Contracts, under which any Cedant has any existing rights, obligations or liabilities related to Lessor acting reasonably is required and such reinsurance will: the Business that either (i) be was reflected on the same terms Schedule S of any Cedant’s Statutory Financial Statements as the original insurances and will include the provisions of this Schedule; December 31, 2011 or (ii) provide that notwithstanding was entered into after December 31, 2011 and would be reflected on Schedule S of any bankruptcyCedant’s Statutory Financial Statements as of the date hereof (each, insolvencyan “Existing Reinsurance Agreement”). Seller has made available to Buyer true and correct copies of each Existing Reinsurance Agreement. (b) Each Existing Reinsurance Agreement is in full force and effect in accordance with its terms and is a valid and binding obligation of the applicable Cedant and, liquidationto the Knowledge of Seller, dissolution each other party to such Existing Reinsurance Agreement, except for such failures to be valid and binding as have not had, and are not reasonably expected to have, individually or similar proceedings in the aggregate, a Material Adverse Effect with respect to the Business. Each Existing Reinsurance Agreement is enforceable in accordance with its terms against the applicable Cedant and, to the Knowledge of Seller, each other party to such Existing Reinsurance Agreement, subject in each case to the Enforceability Exceptions. No Cedant is in breach or affecting default under any such Existing Reinsurance Agreement, and, to the reinsured that Knowledge of Seller, no other party to any such Existing Reinsurance Agreement is in breach or default thereunder, in each case, other than those breaches or defaults as have not had, and are not reasonably expected to have, individually or in the reinsurers’ liability will be aggregate, a Material Adverse Effect with respect to make such payments as would have fallen due the Business. Each Cedant has performed all of its obligations under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations Existing Reinsurance Agreements in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers and the Reinsured hereby mutually agree that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”material respects.

Reinsurance. 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 with reinsurers acceptable to Lessor acting reasonably is required and such reinsurance will: will (i) be on the same terms as the original insurances insurance and will include the provisions of required by this Schedule; Agreement, (ii) provide that notwithstanding in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured original insurer that the reinsurers’ ' liability will be to make such payments payment as would have fallen due under the relevant policy of reinsurance if the reinsured original insurer had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and and (iii) contain a “82 "cut-through” " clause in the following form (or otherwise otherwise, satisfactory to LessorOwner Participant): “"The Reinsurers and the Reinsured hereby mutually agree that, that in the event of any claim arising under the reinsurances in respect of a total loss or other claim, claim where as provided by the Amended and Restated Aircraft Lease Agreement dated March 12as of December 19, 2007 1989 as amended and restated as of November __, 1996 and made between Lessor Wilmington Trust Company, as Owner Trustee, and LesseeAmerica West Airlines, Inc. such claim is to be paid to the Person person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsuredoriginal insured, its successors in interest and assigns pay to the Person person named as sole loss payee under the primary insurances effected by the Reinsured original insured that portion of any loss due for which the 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 will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith; subject to such provisions not contravening any Law of the State of Incorporation;”."

Reinsurance. Each reinsurance with reinsurers acceptable treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to Lessor acting reasonably which any Protective Insurance Subsidiary cedes premium (the "Protective Reinsurance Contracts") is required valid and such reinsurance will: (i) be 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 and will include the provisions of this Schedule; (ii) provide that notwithstanding any enforcement may be limited by bankruptcy, insolvency, liquidation, dissolution reorganization or similar proceedings Laws affecting creditors' rights generally and by general principles of equity, and except where the failure to be valid, binding or affecting in full force and effect, individually or in the reinsured that aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. None of the reinsurers’ liability will be applicable Protective Insurance Subsidiaries or, to make such payments as would have fallen due 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 relevant policy terms of reinsurance if such Protective Reinsurance Contract, except where such default or breach, individually or in the reinsured aggregate, has not had (immediately before such bankruptcyand would not reasonably be expected to have a Material Adverse Effect. None of the Protective Insurance Subsidiaries or, insolvencyto the Knowledge of Protective, any reinsurer under any Protective Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, dissolution conservatorship, receivership, bankruptcy or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor): “The Reinsurers proceeding and the Reinsured hereby mutually agree that, in the event financial condition of any claim arising under the reinsurances in respect of a total loss or other claim, as provided by the Aircraft Lease Agreement dated March 12, 2007 and made between Lessor and Lessee, such claim reinsurer is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (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 therewith; subject the aggregate, have not had and would not reasonably be expected to such provisions have a Material Adverse Effect. Except as would not contravening reasonably be expected to have a Material Adverse Effect, no Protective Reinsurance Contract contains any Law provision providing that any party thereto (other than Protective or any Protective Subsidiary) may terminate, cancel or commute the same by reason of the State consummation of Incorporation;”the Merger.