Common use of Terms of Insurance Policies Clause in Contracts

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance market, (5) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed value, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent).

Terms of Insurance Policies. Any insurance policies carried in accordance with Sections A and B hereof covering the Aircraft, Collateral (and any policies taken out in substitution or replacement for any such policies, as applicable, ) (1i) shall name the Additional Insureds as additional insureds, as their respective interests may appearappear (but without imposing on any such party liability to pay premiums with respect to such insurance), (2ii) shall name the Collateral Agent as sole loss payee in respect of any casualty insurance maintained with respect to Collateral; provided, so long as the extent provided Insurers shall not have received notice of a Specified Default or an Event of Default, in clause (12) belowrespect of any casualty occurrence the insurance proceeds of which are less than $1,000,000, such insurance proceeds shall be paid directly to such Grantor, (3iii) may provide for self-insurance to the extent permitted in Section D3.04(d) hereof, (4iv) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten twenty (1020) days in the case of nonpayment lapse for non-payment of premiumpremiums and seven (7) after sending to (but, days in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of if the war risk and allied perils coveragenotice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5v) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company (such Grantor or any Permitted Lessee) other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (such Grantor or by any Permitted Lessee)other Person, (6vi) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7vii) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insuredAdditional Insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and viii) shall waive any right of the insurers to set-off off, recoupment or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9ix) shall waive any right of the insurers to subrogation against any Additional Insured, and (x) shall provide for a 50/50 claims settlement per AVS 103 or its equivalent, except that losses (other than for total loss of the Aircraft) if coverage required under this Section 3.04 is then being provided under Section 3.04(f), such claims settlement shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective made pursuant to provisions then generally in effect with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)commercial aviation insurance.

Terms of Insurance Policies. Any policies carried in accordance with Sections A 6.01 and B hereof 6.02 covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name the Collateral Administrative Agent (on behalf of the Lenders) as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D6.04, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to receipt by (but, in the case of war risk and allied perils coverageWar Risk Insurance, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverageWar Risk Insurance, any notice period specified above is not obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketobtainable, (5) shall provide that in respect of the Additional Insureds’ ' respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) Borrower and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee)Borrower, (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed value, thereof shall operate in the same manner as if a separate policy covered each insured, it being understood that the total liability of insurers in respect of any or all insureds shall not exceed the policy limits of liability, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive or any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional InsuredInsured but only to the extent of the indemnities provided under the Credit Agreement, (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company Borrower (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Administrative Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) belowof this sub-section, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds payments in excess of $5,000,000, in each case750,000, all proceeds payments in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent Stipulated Insured Amount (whether such payment is made to the Company (or any Permitted Lessee) Borrower or any third party)) shall be paid to the Administrative Agent on behalf of the Lenders, it being understood and agreed that in the case of any payment to the Collateral Administrative Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Administrative Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company Borrower or its order, (ii) except as specified in the following clause (iii)) of this sub-section, all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 750,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds payments of any loss in excess of Stipulated Insured Amount for the Agreed Value Aircraft shall be paid to the Company Borrower or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral the Administrative Agent, all proceeds payments of loss shall be paid to the Collateral Agent and Administrative Agent, (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 as per AVS 103, and (14) if the policy (or its equivalent)policies) contains (or contain) an electronic date recognition exclusion such as AVN 2000, to include AVN 2001 and AVN 2002 or such other writebacks for hull and liability coverage as are customary for commercial airlines in the United States.

Terms of Insurance Policies. Any insurance policies carried in accordance with Sections A and B Section 20.1(a) hereof covering the AircraftEquipment, and any policies taken out in substitution or replacement for any such policies, as applicable, (1i) in the case of property insurance, shall name the Additional Insureds Indenture Trustee as additional insuredsthe loss payee with respect to the Equipment so long as the Indenture has not been discharged in accordance with its terms and, as their interests may appearif the Indenture has been so discharged, (2) shall name the Collateral Agent Owner Trustee as sole the loss payee with respect to the extent provided in clause (12) belowEquipment, (3ii) in the case of liability insurance, shall name the Lessor Parties as additional insureds (the "Additional Insureds"), (iii) may provide for self-insurance to the extent permitted in Section D20.1(c) hereof, (4iv) shall be primary without any right of contribution from any other insurance which is carried by or may be available to protect the Additional Insureds, (v) shall provide that in respect of the Additional Insureds' interest in such policies the insurance shall not be invalidated by any action or inaction of the Lessee and shall insure the respective interests of the Additional Insureds regardless of any breach or violation by the Lessee of any warranty, declaration or condition contained in such policy (except for nonpayment of premiums), (vi) shall provide that the Additional Insureds are not liable for any insurance premiums, (vii) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the such insurance which adversely affects the interest interests of any Additional Insured, or if such insurance lapses, such cancellation, lapse, change or change lapse shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) 10 days in the case of cancellation or lapse for nonpayment of premiumpremiums) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) receipt by the Additional Insureds of written notice by such insurers of such cancellation cancellation, change or change lapse, (orviii) shall otherwise contain terms and conditions, if including without limitation, the case payment of war risk and allied perils insurance underwritten by the FAA, seven days after publication deductible in the Federal Register), provided, howeverconnection with any such insurance, that ifare reasonably satisfactory to the Lessor Parties, in respect of the war risk and allied perils coverage, such policies (ix) shall provide for such shorter period as may be available in each insurer's waiver of its right of subrogation against the international insurance marketLessor, and (5x) shall provide that in respect for liability insurance having "cross-liability" and "severability of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed value, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)interest" endorsements.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name the Collateral Agent Mortgagee as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance market, (5) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company Owner (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Owner (or any Permitted Lessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company Owner has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company Owner (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral AgentMortgagee), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent Mortgagee to be held by the Collateral Agent Mortgagee (whether such payment is made to the Company Owner (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent Mortgagee otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent Mortgagee shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company Owner or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, less (regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company Owner or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral AgentMortgagee, all proceeds of loss shall be paid to the Collateral Agent Mortgagee and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent).

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the AircraftEngines, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) in the case of Section A, shall name the Security Trustee and each other Secured Party (collectively, the “Additional Insureds Insureds”) as additional insureds, as their interests may appear, (2) shall name the Collateral Agent Security Trustee as sole loss payee to the extent provided in clause (12) belowSection B.1, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if in the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), ; provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance market, (54) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) Grantor and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee)Grantor, (65) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (76) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) 7) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company Grantor has agreed in the Operative Agreements Loan Documents to indemnify the Additional Insureds and shall waive any right of the insurers to set-off setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) 8) shall provide that losses (other than for total loss of the Aircraftan Engine) shall be adjusted with the Company Grantor (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agentconsent of the Security Trustee), (109) shall provide that the Additional Insureds are not liable for any insurance premiums, (1110) shall be effective with respect to both domestic and international operations, (1211) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iiiii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company Grantor or its order and (iiiii) notwithstanding anything to the contrary contained in the preceding clauses clause (i) and (ii), if a Special Default or Event the Security Trustee is entitled to notify the insurer that such proceeds of Default shall have occurred and loss are to be continuing paid to the Security Trustee pursuant to Section B.1, and the insurers have been so notified thereof by Collateral Agentthe Security Trustee, all proceeds of loss shall be paid to the Collateral Agent Security Trustee for application in accordance with the Credit Agreement and (1312) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 AVS 103 (or its equivalent).

Terms of Insurance Policies. Any policies carried in accordance with Sections A 4.03(a) and B 4.03(b) hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insureds, or, if appropriate (but subject to clause (H) below), loss payees, as their respective interests may appearappear (but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3B) may provide for self-insurance to the extent permitted in Section D4.03(d) hereof, (4C) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten (10) seven days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5D) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company Owner (or any Permitted Lessee) or any other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Owner (or any Permitted Lessee)) or by any other Person, (6E) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed value, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent).,

Terms of Insurance Policies. Any policies carried in accordance --------------------------- with Sections A 4.03(a) and B 4.03(b) hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insureds, or, if appropriate (but subject to clause (H) below), loss payees, as their respective interests may appearappear (but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3B) may provide for self-insurance to the extent permitted in Section D4.03(d) hereof, (4C) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non- payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten (10) seven days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5D) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company Owner (or any Permitted Lessee) or any other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Owner (or any Permitted Lessee)) or by any other Person, (6E) shall be primary without any right of contribution from any other insurance which is carried [Trust Indenture and Mortgage (2001-1 747-1)] by any Additional Insured, (7F) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and G) shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, and (9H) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of involving the Aircraft, Airframe, or an Engine (under circumstances in for which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds are in excess of $5,000,000the Loss Payee Amount, in each case, all the proceeds in respect of such loss up to the amount of the Agreed Value shall, to Insured Amount for the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, Aircraft shall be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party)Indenture Trustee, it being understood and agreed that in the case of any payment to the Collateral Agent Indenture Trustee otherwise than in respect of an Event of Loss of the AircraftLoss, the Collateral Agent Indenture Trustee shall, upon receipt of evidence reasonably satisfactory to it that the damage damages giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Lossmade, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereonthereon in accordance with Section 9.04 hereof, to the Company Owner or its order, and (ii) except as specified in the following clause (iii), all entire amount of any such loss for which proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect are equal to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less than the Loss Payee Amount or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any such loss in excess of the Agreed Value Insured Amount for the Aircraft shall be paid to the Company Owner or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (iiunless a Section 8.01(a)(i), if a Special 8.01(e) or 8.01(f) Indenture Default or any Indenture Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all the Indenture Trustee in which case such proceeds of loss shall be paid payable to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)Indenture Trustee.

Terms of Insurance Policies. Any policies Each policy carried in accordance with Sections A 4.01(e)(i) and B (e)(ii) hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall in the case of liability insurance carried pursuant to Section 4.01(e)(i), including all war risk insurance as required by such section, name the Additional Insureds as additional insureds, and in the case of insurance carried pursuant to Sections 4.01(e)(i) and (e)(ii), name the Loss Payee as their interests may appearfirst loss payee (but without imposing on any such party liability to pay premiums, calls or other charges with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4B) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which that adversely affects the interest of any Additional InsuredInsured under this Agreement, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) 30 days (or ten (10) seven days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) receipt by the Additional Insureds Insurance Broker of written notice by such insurers of such lapse, cancellation or change change, (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies C) shall provide that the Additional Insureds shall have no liability for premiums, commissions, calls, assessments, warranties or representations to underwriters, or advances with respect to such shorter period as may be available in the international insurance marketpolicies, (5D) shall provide that such insurance is primary without right of contribution, (E) shall provide that in respect of the respective interest of each Additional Insureds’ respective interests Insured under this Agreement in such policies the insurance shall not be invalidated by any action or inaction of the Company (Borrower or any Permitted Lessee) other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear under this Agreement, regardless of any breach or violation of any representation, warranty, declaration or condition contained in such policies by Borrower or, in the Company (case of an Additional Insured, the breach or any Permitted Lessee), (6) shall be primary without any right of contribution from violation by any other insurance which is carried by any Additional Insured, (7F) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10G) shall provide that the Additional Insured shall have no responsibility for premium and the insurers shall waive any right of set-off or counterclaim against the Additional Insureds are not liable for except in respect of outstanding premium in respect of the Aircraft and shall waive any insurance premiumsrights of subrogation against the Additional Insureds, (11) shall be effective with respect to both domestic and international operations, (12H) shall provide that for any loss not constituting an Event of Loss (i1) except as specified in clause (iii) below, in the event of (x) a loss in respect of involving the Aircraft, Airframe, or an Engine (under circumstances in for which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds are in excess of $5,000,0002,500,000, in each case, all the proceeds in respect of such loss up to the amount of the Agreed Value shallthen outstanding principal amount of the Notes plus all other amounts due to the Note Holders under the Operative Documents, together with accrued interest thereon shall be payable, to Security Trustee as loss payee; provided, that the extent application of such insurance proceeds are not shall be as provided in Section 4.01(e)(iii), with any amounts paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be and held by the Collateral Agent (whether such payment is made Security Trustee for any period being subject to the Company (or any Permitted Lessee) or any third party)Section 3.07 hereof; provided, it being understood and agreed further, that in the case of any payment to the Collateral Agent Security Trustee otherwise than in respect of an Event of Loss of the AircraftLoss, the Collateral Agent Security Trustee shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have has been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Lossrepaired, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereonthereon in accordance with Section 3.07 hereof, to the Company Borrower or its orderorder (provided, (ii) except that Borrower may elect by written notice to Security Trustee to apply such insurance proceeds directly to the repair of the relevant Airframe or Engine, as specified in the following clause (iiicase may be), all and (2) the entire amount of any such loss for which proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of are $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any such loss in excess of the Agreed Value then outstanding principal amount of the Notes, together with accrued interest thereon plus all other amounts due to the Note Holders under the Operative Documents shall be paid to the Company Borrower or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if unless a Special Specified Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral AgentSecurity Trustee, all proceeds (I) shall specifically exclude coverage for any Additional Insured or Loss Payee with respect to any claim arising out of loss the legal liability of such Person as manufacturer, repairer, supplier or servicing agent of the Aircraft and shall not operate to prejudice the rights of recourse of the underwriters of such insurance against any such Additional Insured or Loss Payee where such rights of recourse would have existed had such exclusion not been effected under such policies, (J) shall be paid to the Collateral Agent payable in Dollars, and (13K) if in the event the hull “all risks” and hull war risk coverage is maintainedrisks policies are placed separately, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent) (being the current London market endorsement for such). Notwithstanding the foregoing, in the event the insurance acquired by Borrower is subject to the AVN 67B endorsement, to the extent the terms of such endorsement conflict with the foregoing, the terms of AVN 67B shall apply.

Terms of Insurance Policies. Any policies carried in accordance with Sections A 4.03(a) and B 4.03(b) hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insureds, or, if appropriate (but subject to clause (H) below), loss payees, as their respective interests may appearappear (but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3B) may provide for self-insurance to the extent permitted in Section D4.03(d) hereof, (4C) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten (10) seven days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5D) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company Owner (or any Permitted Lessee) or any other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Owner (or any Permitted Lessee)) or by any other Person, (6E) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7F) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and G) shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, and (9H) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of involving the Aircraft, Airframe, or an Engine (under circumstances in for which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds are in excess of $5,000,000the Loss Payee Amount, in each case, all the proceeds in respect of such loss up to the amount of the Agreed Value shall, to Insured Amount for the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, Aircraft shall be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party)Indenture Trustee, it being understood and agreed that in the case of any payment to the Collateral Agent Indenture Trustee otherwise than in respect of an Event of Loss of the AircraftLoss, the Collateral Agent Indenture Trustee shall, upon receipt of evidence reasonably satisfactory to it that the damage damages giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Lossmade, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereonthereon in accordance with Section 9.04 hereof, to the Company Owner or its order, and (ii) except as specified in the following clause (iii), all entire amount of any such loss for which proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect are equal to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less than the Loss Payee Amount or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any such loss in excess of the Agreed Value Insured Amount for the Aircraft shall be paid to the Company Owner or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (iiunless a Section 8.01(a)(i), if a Special 8.01(e) or 8.01(f) Indenture Default or any Indenture Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all the Indenture Trustee in which case such proceeds of loss shall be paid payable to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)Indenture Trustee.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the AircraftAircraft and the Engines, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Secured Party and the Lenders (the “Additional Insureds Insureds”) as additional insureds, as their interests may appear, (2) in the case of hull insurance, shall name the Collateral Agent Secured Party as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending issuance to (but, in the case of war risk and allied perils coverageWar Risk Insurance, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverageWar Risk Insurance, such policies shall provide for such shorter period as may be available in the international insurance market, (54) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (65) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (76) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) 7) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive or any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) 8) shall provide that losses (other than for total loss of the Aircraftan Engine) shall be adjusted with the Company (or, if a Special Default or an Event of Default or Special Default shall have occurred which is continuing, with the Collateral AgentSecured Party), (109) shall provide that the Additional Insureds are not liable for any insurance premiums, (1110) shall be effective with respect to both domestic and international operations, (1211) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each casethe Threshold Amount, all proceeds in respect of such loss up to the amount of the Agreed Termination Value for an affected Engine shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent Secured Party to be held by the Collateral Agent Secured Party (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent Secured Party otherwise than in respect of an Event of Loss of the AircraftEngine, the Collateral Agent Secured Party shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect equal to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or than the Threshold Amount (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of Termination Value for the Agreed Value Engine suffering such loss shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agentthe Secured Party, all proceeds of loss shall be paid to the Collateral Agent and Secured Party, (1312) if separate hull and war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 AVS 103, (or its equivalent)13) shall operate on a worldwide basis subject to certain territorial restrictions which are usual and customary in the War Risks market from time to time and (14) shall contain a provision entitling the Secured Party to initiate a claim if an Event of Default shall be continuing.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the AircraftAirframes and Engines, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) in the case of Section A, shall name the Administrative Agent and each other Secured Party (collectively, the “Additional Insureds Insureds”) as additional insureds, as their interests may appear, (2) shall name the Collateral Administrative Agent as sole loss payee to the extent provided in clause (12) belowSection B.1, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if in the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter as long a period of prior notice as may be available in the international insurance marketavailable, (5) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company Grantor (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Grantor (or any Permitted Lessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that Mortgage and Security Agreement 1005973744v2 all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off setoff or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, but in each case only to the same extent Grantor has agreed in the Loan Documents to indemnify the Additional Insureds (9) shall provide that losses (other than for total loss of the Aircraftan Airframe or Engine) shall be adjusted with the Company Grantor (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agentconsent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iiiii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company Grantor or its order and (iiiii) notwithstanding anything to the contrary contained in the preceding clauses clause (i) and (ii), if a Special Default or Event the Administrative Agent is entitled to notify the insurer that such proceeds of Default shall have occurred and loss are to be continuing paid to the Administrative Agent for prompt deposit into the Collateral Proceeds Account pursuant to Section B.1, and the insurers have been so notified thereof by Collateral the Administrative Agent, all proceeds of loss shall be paid to the Administrative Agent for prompt deposit into the Collateral Agent Proceeds Account and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 AVS 103 (or its equivalent).

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B the terms hereof covering the Aircraft, Engines and Spare Engines, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insuredsinsureds and (i) prior to the indefeasible payment in full of all Tranche C Obligations, as their interests may appearwith respect to the Tranche A and B Priority Collateral and (ii) thereafter, (2) shall with respect to all Collateral, name the Collateral Agent as sole loss payee payee, as their respective interests may appear (but without imposing on any such party liability to the extent provided in clause (12) belowpay premiums with respect to such insurance), (3) may provide for self-insurance to the extent permitted in Section D, (4B) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any additional insured named in accordance with clause (A) (a "Named Additional Insured"), such cancellation, lapse, cancellation or change shall not be effective as to the any Named Additional Insureds Insured for thirty (30) days (or ten (10) twenty days in the case of nonpayment lapse for non-payment of premium) after sending to (but, premiums and seven days in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Named Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5C) shall provide that in respect of the Additional Insureds’ respective interests of each Named Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company Grantor (or any Permitted Lessee) or any other Person and shall insure the respective interests of the Named Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Grantor (or any Permitted Lessee)) or by any other Person, (6D) shall be primary without any right of contribution from any other insurance which is carried by any Named Additional Insured, (7E) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and F) shall waive any right of the insurers to set-off off, recoupment or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Named Additional Insured, (9G) shall specifically refer to this Section 2.03, (H) in the case of hull insurance policies carried in accordance with this Section 2.03, shall name the Collateral Agent as loss payee, (I) shall waive any right of the insurers to subrogation against any Named Additional Insured and (J) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default 50/50 claims settlement per AVS 103 or an Event of Default shall have occurred which is continuing, with the Collateral Agentits equivalent. Subject as provided in Section 2.03(h), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect nothing herein is intended to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) limit or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company restrict Grantor's (or any Permitted Lessee's) or any third party), it being understood and agreed that in the case of any payment right to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such paymentself-insure, to the extent not theretofore applied as provided of any applicable minimum per aircraft or engine (or, if applicable, per annum or other period), the hull or liability insurance deductible imposed by the applicable hull or liability insurer, which are commensurate with the standard deductibles in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)aircraft industry for major U.S. commercial airlines.".

Terms of Insurance Policies. Any policies carried in accordance --------------------------- with Sections A 11(a) and B hereof 11(b) covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insureds, or, if appropriate, loss payees, as their respective interests may appearappear (but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3B) may provide for self-insurance to the extent permitted in Section D11(d), (4C) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten (10) seven days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5D) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company Lessee (or any Permitted LesseeSublessee) and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Lessee (or any Permitted LesseeSublessee), (6E) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7F) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed value, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional InsuredInsured and shall waive insurers' subrogation rights, and (9G) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect occurring during the continuance of an Engine (under circumstances in which an a Default or Event of Loss with respect to an Airframe has not occurred) Default or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of [First Amended and Restated Lease Agreement (1989 I)] $5,000,0005,000,000 (or, if the Aircraft is then under a Sublease, in each caseexcess of $2,500,000), all the proceeds in respect of such loss up to the amount of the Agreed Stipulated Loss Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, shall be payable to Lessor (or, so long as the Collateral Agent Trust Indenture shall not have been discharged, the Indenture Trustee, as Lessor's assignee) (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Lessee (or any Sublessee) shall arrange for any payment of insurance proceeds (in the event of a loss involving proceeds in excess of such amounts) in respect of such loss to be held by Lessor (or, unless notified to the Collateral Agent (contrary by the Indenture Trustee, the Indenture Trustee) whether such payment is made to the Company Lessee (or any Permitted LesseeSublessee) or any third party), it being understood and agreed that in the case of any payment to Lessor (or the Collateral Agent Indenture Trustee) otherwise than in respect of an Event of Loss of Loss, Lessor (or the Aircraft, the Collateral Agent Indenture Trustee) shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Lossmade, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereonthereon in accordance with Section 22 hereof, to the Company Lessee or its order, and (ii) except as specified in the following clause (iii), all entire amount of any loss involving proceeds of $5,000,000 (x) or, if the Aircraft is then under a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine Sublease, of $2,500,000 2,500,000) or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of Stipulated Loss Value for the Agreed Value Aircraft shall be paid to the Company Lessee or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if unless a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss Lessor or the Indenture Trustee; provided that any such amount shall be paid applied by Lessee towards the repair of the damage caused by such loss to the Collateral Agent and (13) if war risk coverage extent the same is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)required to repair such damage.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance market, (5) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed value, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in ANNEX B [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent).

Terms of Insurance Policies. Any policies carried in accordance with Sections A 6.01 and B 6.02 hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Lender as an Additional Insureds Insured (but without imposing on such party liability to pay premiums with respect to such insurance), and with respect to Section 6.02, shall name the Lender as additional insureds, as their interests may appearsole loss payee for any Event of Loss in respect of the Aircraft, (2) shall name the Collateral Agent as sole loss payee to the extent provided have deductibles in clause (12) belowamounts not exceeding $250,000, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any the Additional Insured, or such insurance shall lapse for non-payment of premium, such cancellation, lapse, or change shall not be effective as to the Additional Insureds Insured for thirty 30 days after receipt (30) seven days (or ten (10) days in the case of nonpayment of premium) after sending to (but, such notice in the case of war risk and allied perils coverage, seven (7) days after sending to) by the Additional Insureds Insured of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance marketchange, (54) shall provide that in respect of the Additional Insureds’ respective Insured's interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) Borrower and shall insure the respective interests of the Additional Insureds Insured regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee)Borrower, (65) shall be primary without any right of contribution from any other insurance which is carried by any the Borrower or the Additional Insured, (76) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) 7) shall provide that the insurers waive (i) any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether -43- 43 by attachment or otherwise, in respect of any liability of the Borrower or the Additional Insured to the extent of any money owed to the Borrower or the Additional InsuredInsured and (ii) any right to subrogation, (8) shall provide that losses shall be adjusted with the Borrower, unless and until the insurers have received written notice of an Event of Default which is continuing (in which case adjustments shall be with the Lender), (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (orcontain a 50/50 clause per AVS 103 or its equivalent, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), and (10) shall provide that (i) in the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any event of a loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage the Aircraft and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000250,000, in each case, all the proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, shall be payable to the Collateral Agent Lender to be held by the Collateral Agent (Lender whether such payment is made to the Company (or any Permitted Lessee) Borrower or any third party), it being understood and agreed that that, except as provided in Section 6.07 hereof, in the case of any payment to the Collateral Agent otherwise Lender other than in respect of an Event of Loss of the Aircraft, the Collateral Agent Lender shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company Borrower or its order, (ii) except as specified in the following clause (iii), all if insurance proceeds of (x) a loss are $250,000 or less in respect of an Engine (under circumstances in which a loss not constituting an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or the Aircraft (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value they shall be paid to the Company Borrower or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agentthe Lender, all and (iii) in the event of a loss constituting an Event of Loss with respect to the Aircraft, the proceeds in respect of such loss shall be paid payable to the Collateral Agent Lender to be held by the Lender, even if, contrary to the terms hereof, such payment is made to the Borrower or any third party; provided, that (and (13subject to Section 6.02) if war risk coverage is maintainedthe Lender shall immediately pay to Borrower any amount of such proceeds which exceeds 110% of the then outstanding principal of the Note and other amounts due under the Loan Agreement, this Security Agreement so long as no Event of Default shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (be continuing. The Borrower shall give prompt written notice to the Lender of any loss or its equivalent)damage to the Aircraft or any Engine for which the cost of repairs could exceed $50,000.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name the Collateral Agent Mortgagee as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in [Trust Indenture and Mortgage (NXXXUA)] the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if in the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance market, (5) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company Owner (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Owner (or any Permitted Lessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company Owner has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company Owner (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agentconsent of the Mortgagee), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent Mortgagee to be held by the Collateral Agent Mortgagee (whether such payment is made to the Company Owner (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent Mortgagee otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent Mortgagee shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C MortgageTrust Indenture, and any interest or income earned thereon, to the Company Owner or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, less (regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company Owner or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral AgentMortgagee, all proceeds of loss shall be paid to the Collateral Agent Mortgagee and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent).. [Trust Indenture and Mortgage (NXXXUA)]

Terms of Insurance Policies. Any policies carried in accordance --------------------------- with Sections A 4.03(a) and B 4.03(b) hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insureds, or, if appropriate (but subject to clause (H) below), loss payees, as their respective interests may appearappear (but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3B) may provide for self-insurance to the extent permitted in Section D4.03(d) hereof, (4C) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non- payment of premium or if any [Trust Indenture and Mortgage ([_________])] material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten (10) seven days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5D) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company Owner (or any Permitted Lessee) or any other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Owner (or any Permitted Lessee)) or by any other Person, (6E) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7F) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and G) shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, and (9H) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of involving the Aircraft, Airframe, or an Engine (under circumstances in for which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds are in excess of $5,000,000the Loss Payee Amount, in each case, all the proceeds in respect of such loss up to the amount of the Agreed Value shall, to Insured Amount for the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, Aircraft shall be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party)Indenture Trustee, it being understood and agreed that in the case of any payment to the Collateral Agent Indenture Trustee otherwise than in respect of an Event of Loss of the AircraftLoss, the Collateral Agent Indenture Trustee shall, upon receipt of evidence reasonably satisfactory to it that the damage damages giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Lossmade, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereonthereon in accordance with Section 9.04 hereof, to the Company Owner or its order, and (ii) except as specified in the following clause (iii), all entire amount of any such loss for which proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect are equal to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less than the Loss Payee Amount or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any such loss in excess of the Agreed Value Insured Amount for the Aircraft shall be paid to the Company Owner or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (iiunless a Section 8.01(a)(i), if a Special 8.01(e) or 8.01(f) Indenture Default or any Indenture Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all the Indenture Trustee in which case such proceeds of loss shall be paid payable to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)Indenture Trustee.

Terms of Insurance Policies. Any policies carried in accordance with Sections A 6.01 and B hereof 6.02 covering the Aircraft, --------------------------- and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name the Collateral Administrative Agent (on behalf of the Lender) as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D6.04, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to receipt by (but, in the case of war risk and allied perils coverageWar Risk Insurance, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that -------- ------- if, in respect of the war risk and allied perils coverageWar Risk Insurance, any notice period specified above is not obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketobtainable, (5) shall provide that in respect of the Additional Insureds’ ' respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) Borrower and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee)Borrower, (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive or any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional InsuredInsured but only to the extent of the indemnities provided under the Credit Agreement, (9) shall provide that losses (other than for total loss of the an Aircraft) shall be adjusted with the Company Borrower (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Administrative Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) belowof this sub-section, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds payments in excess of $5,000,000, in each case750,000, all proceeds payments in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent Stipulated Insured Amount (whether such payment is made to the Company (or any Permitted Lessee) Borrower or any third party)) shall be paid to the Administrative Agent on behalf of the Lender, it being understood and agreed that in the case of any payment to the Collateral Administrative Agent otherwise than in respect of an Event of Loss of the an Aircraft, the Collateral Administrative Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company Borrower or its order, (ii) except as specified in the following clause (iii)) of this sub-section, all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 750,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds payments of any loss in excess of the Agreed Value Stipulated Insured Amount for an Aircraft shall be paid to the Company Borrower or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral the Administrative Agent, all proceeds payments of loss shall be paid to the Collateral Agent and Administrative Agent, (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 as per AVS 103, and (14) if the policy (or its equivalent)policies) contains (or contain) an electronic date recognition exclusion such as AVN 2000, to include AVN 2001 and AVN 2002 or such other writebacks for hull and liability coverage as are customary for commercial airlines in the United States.

Terms of Insurance Policies. Any policies carried in accordance with Sections A 6.01 and B hereof 6.02 covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name the Collateral Administrative Agent (on behalf of the Lenders) as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D6.04, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to receipt by (but, in the case of war risk and allied perils coverageWar Risk Insurance, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverageWar Risk Insurance, any notice period specified above is not obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketobtainable, (5) shall provide that in respect of the Additional Insureds’ ' respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) Borrower and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee)Borrower, (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive or any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional InsuredInsured but only to the extent of the indemnities provided under the Credit Agreement, (9) shall provide that losses (other than for total loss of the an Aircraft) shall be adjusted with the Company Borrower (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Administrative Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) belowof this sub-section, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds payments in excess of $5,000,000, in each case*, all proceeds payments in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent Stipulated Insured Amount (whether such payment is made to the Company (or any Permitted Lessee) Borrower or any third party)) shall be paid to the Administrative Agent on behalf of the Lenders, it being understood and agreed that in the case of any payment to the Collateral Administrative Agent otherwise than in respect of an Event of Loss of the an Aircraft, the Collateral Administrative Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company Borrower or its order, (ii) except as specified in the following clause (iii)) of this sub-section, all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 * or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds payments of any loss in excess of the Agreed Value Stipulated Insured Amount for an Aircraft shall be paid to the Company Borrower or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral the Administrative Agent, all proceeds payments of loss shall be paid to the Collateral Agent and Administrative Agent, (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 as per AVS 103, and (14) if the policy (or its equivalent)policies) contains (or contain) an electronic date recognition exclusion such as AVN 2000, to include AVN 2001 and AVN 2002 or such other writebacks for hull and liability coverage as are customary for commercial airlines in the United States.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the AircraftAircraft and the Engines, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Senior Secured Party, the Lenders, the Secured Party and each of the Beneficiaries (the “Additional Insureds Insureds”) as additional insureds, as their interests may appear, (2) in the case of hull insurance, shall name the Collateral Agent Senior Secured Party (until the Lien of the Senior Mortgage shall have been discharged) and the Secured Party (from and after the time that the Lien of the Senior Mortgage shall have been discharged) as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending issuance to (but, in the case of war risk and allied perils coverageWar Risk Insurance, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverageWar Risk Insurance, such policies shall provide for such shorter period as may be available in the international insurance market, (54) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (65) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (76) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) 7) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive or any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) 8) shall provide that losses (other than for total loss of the Aircraftan Engine) shall be adjusted with the Company (or, if a Special Default or an Event of Default or Special Default shall have occurred which is continuing, with the Collateral AgentSenior Secured Party (until the Lien of the Senior Mortgage shall have been discharged) and the Secured Party (from and after the time that the Lien of the Senior Mortgage shall have been discharged)), (109) shall provide that the Additional Insureds are not liable for any insurance premiums, (1110) shall be effective with respect to both domestic and international operations, (1211) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each casethe Threshold Amount, all proceeds in respect of such loss up to the amount of the Agreed Termination Value for an affected Engine shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent Senior Secured Party (until the Lien of the Senior Mortgage shall have been discharged) and the Secured Party (from and after the time that the Lien of the Senior Mortgage shall have been discharged) to be held by the Collateral Agent such Person (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent Secured Party otherwise than in respect of an Event of Loss of the AircraftEngine, the Collateral Agent Secured Party shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect equal to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or than the Threshold Amount (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of Termination Value for the Agreed Value Engine suffering such loss shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agentthe Secured Party, all proceeds of loss shall be paid to the Collateral Agent Senior Secured Party (until the Lien of the Senior Mortgage shall have been discharged) and the Secured Party (13from and after the time that the Lien of the Senior Mortgage shall have been discharged), (12) if separate hull and war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 AVS 103, (or its equivalent)13) shall operate on a worldwide basis subject to certain territorial restrictions which are usual and customary in the War Risks market from time to time and (14) shall contain a provision entitling the Secured Party to initiate a claim if an Event of Default shall be continuing.

Terms of Insurance Policies. Any policies of insurance carried in accordance with this Sections A and B hereof 8.5 covering the AIA Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1i) shall name Agent, for and on behalf of each of the Additional Insureds Lenders, and the Lenders as additional insuredsinsured, with respect to liability policies, and Agent, for and on behalf of each of the Lenders as their interests may appearloss payee, with respect to casualty policies (but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3ii) may provide for self-insurance to the extent permitted in Section D8.5(g), (4iii) shall provide that that, if the insurers cancel such insurance for any reason whatsoever, whatever or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional InsuredAgent, such cancellation, lapse, cancellation or change shall not be effective as to the Additional Insureds Agent for thirty (30) 30 days (or ten (10) except a maximum of seven days with respect to war risk coverages in the case of nonpayment of premiumaccordance with standard industry practice) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds receipt by Agent of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance marketchange, (5iv) shall provide that in respect the interests of Agent and the Additional Insureds’ respective interests Lenders in such policies the insurance shall not be invalidated by any action or inaction of the Company (Kitty Hawk or any Permitted Lessee) of its Subsidiaries or any other Person having possession and shall insure the respective interests of Agent and the Additional Insureds Lenders, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (Kitty Hawk or any Permitted Lessee)of its Subsidiaries or by any such Person having possession, (6v) shall be primary without any right of contribution from any other insurance which is carried by any Additional InsuredAgent or the Lenders, (7vi) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and vii) shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional InsuredAgent, and (9viii) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) belowthat, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the AIA Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to sole loss payee for the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event account of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)interests.

Terms of Insurance Policies. Any policies carried in accordance with Sections A 11(a) and B hereof 11(b) covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insureds, and, if appropriate, loss payees, as their respective interests may appearappear (but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3B) may provide for self-insurance to the extent permitted in Section D11(d), (4C) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten (10) days in the case of nonpayment lapse for non-payment of premium) after sending to (but, premium and seven days in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers insurer of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5D) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company Lessee (or any Permitted LesseeSublessee) and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Lessee (or any Permitted LesseeSublessee), (6E) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7F) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and G) shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, and (9H) shall provide that losses (other than i) in the event of a loss involving the Aircraft Airframe, or an Engine for total loss which proceeds are in excess of the Aircraft) shall be adjusted with the Company $[_______] (or, if the Aircraft is then under a Special Default or an Event of Default shall have occurred which is continuingSublease, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000[_______]), in each case, all the proceeds in respect of such loss up to the amount of Stipulated Loss Value for the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, Aircraft shall be payable to Lessor (or, so long as the Collateral Agent to be held by Trust Indenture shall not have been discharged, the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third partyMortgagee), it being understood and agreed that in the case of any payment to Lessor (or the Collateral Agent Mortgagee) otherwise than in respect of an Event of Loss of Loss, Lessor (or the Aircraft, the Collateral Agent Mortgagee) shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Lossmade, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereonthereon in accordance with Section 22 hereof, to the Company Lessee or its order, and (ii) except as specified in the following clause entire amount of any such loss for which proceeds are $[_______] (iii)or, all proceeds of (xif the Aircraft is then under a Sublease, are $[_______]) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any such loss in excess of Stipulated Loss Value for the Agreed Value Aircraft shall be paid to the Company Lessee or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to Lessor or the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)Mortgagee.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the AircraftSection 3.5(a) or Section 3.5(b), and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name the Collateral Agent Secured Party as sole loss payee to the extent provided in clause (1211) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the Additional Insureds for thirty (30) 30 days (or ten (10) days in the case of nonpayment of premium) after sending to receipt by (but, in the case of war risk and allied perils coverageInsurance, seven 7 days (7or such other period as shall be available) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance marketchange, (54) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) Grantor and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee)Grantor, (65) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (76) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) 7) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive or any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional InsuredInsured but only to the extent of the indemnities provided hereunder, (9) 8) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company Grantor (or, if a Special Default or an any Event of Default shall have occurred which is continuing, with the Collateral AgentSecured Party), (109) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (1210) shall provide that for the insurers agree to waive any loss not constituting an Event right of Loss set-off, counterclaim or other deduction against any Additional Insured (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds outstanding premium in respect of such loss up to the amount of the Agreed Value shallrelevant Airframe, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (Engine or any Permitted Lessee) or any third partyPropeller), it being understood and agreed (11) shall provide that in the case of any payment to the Collateral Agent otherwise than in respect of if an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agentthe Secured Party, all proceeds payments of loss shall be paid to the Collateral Agent Secured Party, and (1312) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)as per AVS 103.

Terms of Insurance Policies. Any policies carried in accordance ----------------------------- with Sections A 11(a) and B 11(b) hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1i) shall name the Additional Insureds as additional insureds, and, as appropriate, loss payees, as their respective interests may appearappear (but without imposing on any such party liability to pay premiums, calls or other charges with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3ii) may provide for self-insurance to the extent permitted in Section D11(d) hereof, (4iii) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional InsuredInsured under this Lease Agreement, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten (10) seven days in the case of nonpayment of premium) after sending to (but, Federal Express Boeing 727-2D4 N362PA in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified -------- ------- above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5iv) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured under this Lease Agreement in such policies the insurance shall not be invalidated by any action or inaction of Lessee or, in the Company (case of any particular Additional Insured, the action or inaction of any Permitted Lessee) other Additional Insured and shall insure the respective interests of the Additional Insureds Insureds, as they appear under this Lease Agreement, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Lessee or, in the Company (case of an Additional Insured, the breach or violation by any Permitted Lessee)other Additional Insured, (6v) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7vi) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and vii) shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any ,liability of any Additional Insured, and (9viii) shall provide that losses (other than for total A) in the event of a loss of involving the Aircraft) shall be adjusted with the Company , Airframe or an Engine for which proceeds are in excess of $1,000,000 (or, if the Aircraft is then under a Special Default or an Event of Default shall have occurred which is continuingSublease, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000500,000), in each case, all the proceeds in respect of such loss up to the amount of Stipulated Loss Value for the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, Aircraft shall be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party)Lessor, it being understood and agreed that in the case of any payment to the Collateral Agent Lessor otherwise than in respect of an Event of Loss of the AircraftLoss, the Collateral Agent Lessor shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Lossmade, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereonthereon in accordance with Section 21 hereof, to the Company Lessee or its order, and (iiB) except as specified in the following clause entire amount of any such loss for which proceeds are $1, 000, 000 (iii)or, all proceeds of (x) if the Aircraft is then under a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of Sublease, are $2,500,000 500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any such loss in excess of Stipulated Loss Value for the Agreed Value Aircraft shall be paid to the Company Lessee or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if unless a Special Default or Lease Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent).Lessor. Federal Express Boeing 727-2D4 N362PA

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B 2.04(a) through 2.04(c) hereof covering the Aircraftapplicable Collateral, and any policies taken out in substitution or replacement for any such policies, as applicable, (1i) shall name the Additional Insureds as additional insuredsinsureds and, as their interests may appearfor purposes of Sections 2.04(b), (22.04(c)(i) shall name and 2.04(i), the Collateral Agent as sole loss payee payee, as their respective interests may appear (but without imposing on any such party liability to the extent provided in clause (12) belowpay premiums with respect to such insurance), (3ii) may provide for self-insurance to the extent permitted in Section D2.04(e) hereof, (4iii) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten twenty (1020) days in the case of nonpayment lapse for non-payment of premiumpremiums and seven (7) after sending to (but, days in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5iv) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) or any other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee)) or by any other Person, (6v) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7vi) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insuredAdditional Insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and vii) shall waive any right of the insurers to set-off off, recoupment or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9viii) in the case of hull insurance policies carried in accordance with this Section 2.04, shall name the Collateral Agent as sole loss payee in accordance with the provisions of clause (ix), (ix) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of involving an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) Aircraft, Airframe, Engine, Propeller or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all the proceeds in respect of such loss up to the amount of the Agreed Value shallfor such Aircraft, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repairAirframe, Engine, Propeller or Spare Engine shall be payable to the Collateral Agent to and shall be held by applied in accordance with Section 2.6(c) of the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third partyLoan Agreement), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) shall waive any other loss of $5,000,000 or less, in each case, regardless right of the total amount of proceeds resulting from such loss) and insurers to subrogation against any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order Additional Insured, and (iiixi) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain provide for a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (claims settlement per AVS 103 or its equivalent).

Terms of Insurance Policies. Any insurance policies carried in i accordance with Sections A and B Section 22.1(a) hereof covering the AircraftEquipment, and any policies taken out in substitution or replacement for any such policies, policie as applicable, (1i) shall name the Additional Insureds Indenture Trustee as additional insureds, as their interests may appearsole loss payee in the case of property insurance, (2ii) shall name the Collateral Agent as sole loss payee to Lessor Parties a additional insureds (the extent provided AAdditional Insureds@) in clause (12) belowthe case of liabilit insurance, (3iii) may provide for self-insurance to the extent permitted in Section D22.1(c) hereof, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance market, (5) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (6iv) shall be primary without any right of contribution from any other insurance which is carried by any or may be available to protect the Additional InsuredInsureds, (7v) shall expressly provide provi that with respect to liability policies all of the provisions thereof, except the limits of insurer=s total liability and agreed valueset forth in each such policy, shall operate in the same manner as if a separate policy covered cover each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9vi) shall provide that losses (other than for total loss in respect of the Aircraft) Additional Insureds= interest in such policies the insurance shall not be adjusted with invalidated by any action or inaction of the Company (orLessee Parties and shall insure the respective interests of the Additional Insureds regardless any breach or violation by the Lessee Parties of any warranty, if a Special Default declaration or an Event of Default shall have occurred which is continuing, with the Collateral Agent)condition contained in such policy, (10vii) shall provide that the Additional Insureds are not liable for any insurance premiums, premiums (11) shall be effective with respect to both domestic and international operations, (12viii) shall provide that if the insurers cancel such insurance for an reason whatsoever, or if any loss material change is made in such insurance which adversely affects the interests of any Additional Insured (or the successors and assigns), or if such insurance lapses, such cancellatio change or lapse shall not constituting an Event be effective as to the Additional Insureds ( their successors and assigns) for thirty (30) days after receipt by th Additional Insureds (or their successor and assigns) of Loss written notice by such insurers of such cancellation, change or lapse, (iix) except as specified in clause (iii) belowshall require the insurers to waive any rights of subrogation, in the event of set-off or counterclaim against any Additional Insured, and (x) a loss shall otherwise contain terms and conditions, including without limitation, the paymen of deductible in respect of an Engine (under circumstances in which an Event of Loss connection with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000such insurance, in each case, all proceeds in respect of such loss up that are reasonab satisfactory to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)Lessor Parties.

Terms of Insurance Policies. Any policies carried in accordance with Sections A 5.1, 5.2 and B 5.3 hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insureds, as their interests may appearinsureds (but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3B) may provide for self-insurance to the extent permitted in Section D5.5, (4C) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) 30 days (or ten (10) days in the case of lapse for nonpayment of premium) after sending to (but, premiums and seven days in the case of war war-risk and allied perils coverage, seven (7) days coverage after sending to) the Additional Insureds delivery of written notice by such insurers insurer to such Additional Insured of such lapse, cancellation or change change, (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that ifD) shall provide that, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance market, (5) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies policies, the insurance shall not be invalidated or impaired by any action or inaction of the Company (or any Permitted Lessee) other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company or by any other Person (whether occurring before or after attachment of this Mortgage or whether occurring before or after any Permitted Lesseeloss or payment under such insurance), (6E) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7F) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) insured and shall waive any right of subrogation of the insurers against the Additional Insureds Lenders and the Mortgagee, (G) shall, with respect to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall hull insurance, waive any right of the insurers to set-off (except any standard set-off for unpaid premiums), recoupment or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9H) shall specifically refer to this Article V and shall acknowledge the general indemnity set forth in the Secured Credit Agreement, (I) in the case of hull insurance policies carried in accordance with Sections 5.2 and 5.3 hereof, shall name the Mortgagee as sole loss payee (for the benefit of the Secured Parties), (J) shall contain a 50/50% clause per AVS 103 or its equivalent, and (K) shall provide that losses (other than for total in the event of a partial loss of the involving any Aircraft) shall be adjusted with the Company (or, if a Special Default Airframe, or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss Engine not constituting an Event of Loss Loss, (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in for which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds are in excess of $5,000,000, in each case[***], all the proceeds in respect of such partial loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, shall be payable to the Collateral Agent to be held by Mortgagee (for the Collateral Agent (whether such payment is made to benefit of the Company (or any Permitted Lessee) or any third partySecured Parties), it being understood and agreed that in the case of any such payment to the Collateral Agent otherwise than in respect of an Event of Loss of the AircraftMortgagee, the Collateral Agent Mortgagee shall, upon receipt of evidence reasonably satisfactory to it and the Lenders that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Lossmade, pay the amount of such payment, payment to the extent not theretofore applied as provided in party having performed or performing the C Mortgage, repairs to such Aircraft and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all for which proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of are $2,500,000 [***] or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii)paid, if unless a Special Default or Event of Default shall have occurred and be continuing continuing, to the Company or its order for cost of repair of such Aircraft (it being agreed that the dollar amounts referred to in this clause (K) are inclusive of any applicable deductible and any self-insurance), (L) shall provide that the insurers shall not be entitled to replace such Aircraft, (M) shall provide that if a Default or Event of Default has occurred and is continuing, the Mortgagee shall be entitled to initiate claims under the policies, and (N) shall provide that in the event of a loss involving any Aircraft, Airframe or Airframe and Engine and the insurers have been notified thereof by Collateral Agentsame constitutes an Event of Loss, all the proceeds in respect of loss such Event of Loss shall be paid payable to the Collateral Agent Mortgagee (for the benefit of the Secured Parties), it being understood and (13) if war risk coverage is maintainedagreed that, unless a Default or Event of Default shall contain a 50/50 clause have occurred and be continuing, the Mortgagee shall pay any amount in accordance with Provisional Claims Settlement Clause AVS103 (excess of all Secured Obligations relating to such Aircraft to the Company or its equivalent)order. [***] Represents material that has been omitted and filed separately with the Securities and Exchange Commission under a Confidental Treatment Request.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B the terms hereof covering the Aircraft, Engines and Spare Engines, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insuredsinsureds and (i) prior to the indefeasible payment in full of all Tranches A and B Obligations, as their interests may appearwith respect to the Tranche C Priority Collateral and (ii) thereafter, (2) shall with respect to all Collateral, name the Collateral Agent as sole loss payee payee, as their respective interests may appear (but without imposing on any such party liability to the extent provided in clause (12) belowpay premiums with respect to such insurance), (3) may provide for self-insurance to the extent permitted in Section D, (4B) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any additional insured named in accordance with clause (A) (a "Named Additional Insured"), such cancellation, lapse, cancellation or change shall not be effective as to the any Named Additional Insureds Insured for thirty (30) days (or ten (10) twenty days in the case of nonpayment lapse for non-payment of premium) after sending to (but, premiums and seven days in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Named Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5C) shall provide that in respect of the Additional Insureds’ respective interests of each Named Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company Grantor (or any Permitted Lessee) or any other Person and shall insure the respective interests of the Named Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Grantor (or any Permitted Lessee)) or by any other Person, (6D) shall be primary without any right of contribution from any other insurance which is carried by any Named Additional Insured, (7E) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and F) shall waive any right of the insurers to set-off off, recoupment or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Named Additional Insured, (9G) shall specifically refer to this Section 2.03, (H) in the case of hull insurance policies carried in accordance with this Section 2.03, shall name the Collateral Agent as loss payee, (I) shall waive any right of the insurers to subrogation against any Named Additional Insured and (J) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default 50/50 claims settlement per AVS 103 or an Event of Default shall have occurred which is continuing, with the Collateral Agentits equivalent. Subject as provided in Section 2.03(h), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect nothing herein is intended to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) limit or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company restrict Grantor's (or any Permitted Lessee's) or any third party), it being understood and agreed that in the case of any payment right to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such paymentself-insure, to the extent not theretofore applied as provided of any applicable minimum per aircraft or engine (or, if applicable, per annum or other period), the hull or liability insurance deductible imposed by the applicable hull or liability insurer, which are commensurate with the standard deductibles in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)aircraft industry for major U.S. commercial airlines.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B Section 1 hereof covering the Aircrafteach Engine, and any policies taken out in substitution or replacement for any such policies, as applicable, (1i) shall name the Additional Insureds Seller Indemnitees and the parties identified below as additional insureds, as their interests may appear(but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4ii) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional InsuredSeller Indemnitee, such cancellation, lapse, cancellation or change shall not be effective as to the Additional Insureds any Seller Indemnitee for thirty (30) days (or ten (10) seven days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance marketchange, (5) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7iii) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a there were separate policy covered covering each insured, (8) shall iv) provide that the insurers will waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off setoff, recoupment or counterclaim or any other deduction, whether by attachment or otherwise, in respect (v) be primary and without right of contribution from any liability of insurance which may be carried by any Additional InsuredSeller Indemnitees, and (9vi) shall otherwise be reasonably acceptable to Seller in light of industry norms. The insurance required by this Exhibit C may be subject to any limits prevailing at the time in the aviation insurance marketplace (for example, on the date of this Agreement, AVN 67B). On or before the Delivery Date for the Engines, the Buyer shall provide that losses (other than for total loss to Seller certificates of insurance evidencing the coverage required pursuant to this Exhibit and, if so requested by Seller, shall provide to Seller, as applicable, updated certificates of insurance upon each renewal of the Aircraft) coverage required pursuant to this Exhibit C. The following parties shall be adjusted included as additional insureds along with the Company (orother additional insureds required under this Agreement: Celestial Aviation Trading 22 Limited, if a Special Default or an Event of Default shall have occurred which is continuingGECAS Technical Services Limited, with the Collateral Agent)GE Capital Aviation Funding, (10) shall provide that the Additional Insureds are not liable for any insurance premiumsGE Capital Aviation Services Limited, (11) shall be effective with respect to both domestic GE Capital Aviation Services LLC, General Electric Company, GE Capital Global Holdings LLC and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent).GE Capital US Holdings Inc.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name the Collateral Agent Mortgagee as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change [Trust Indenture and Mortgage (NXXXUA)] is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if in the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance market, (5) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company Owner (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Owner (or any Permitted Lessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company Owner has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company Owner (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agentconsent of the Mortgagee), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent Mortgagee to be held by the Collateral Agent Mortgagee (whether such payment is made to the Company Owner (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent Mortgagee otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent Mortgagee shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C MortgageTrust Indenture, and any interest or income earned thereon, to the Company Owner or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, less (regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company Owner or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral AgentMortgagee, all proceeds of loss shall be paid to the Collateral Agent Mortgagee and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent).

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B Section 1 hereof covering the AircraftEngine, and any policies taken out in substitution or replacement for any such policies, (i) name the Seller Indemnitees as applicableadditional insureds (but without imposing on any such party liability to pay premiums with respect to such insurance), (1ii) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional InsuredSeller Indemnitee, such cancellation, lapse, cancellation or change shall not be effective as to the Additional Insureds any Seller Indemnitee for thirty (30) days (or ten (10) seven days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers to Seller of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5iii) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a there were separate policy covered covering each insured, and (8) shall iv) provide that the insurers will waive any right of subrogation of to any setoff. On or before the insurers against Delivery Date for the Additional Insureds to Engine, the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) Buyer shall provide that losses (other than for total loss to Seller a certificate of insurance evidencing the Aircraft) shall be adjusted with the Company (or, if coverage obtained pursuant to this Exhibit in a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence form reasonably satisfactory to it Seller and shall provide to Seller, upon request, an updated certificate of insurance upon each renewal of the coverage described in this Exhibit B. Exhibit BPage 1 Engine Sale and Purchase Agreement EXHIBIT C FORM OF TECHNICAL ACCEPTANCE CERTIFICATE As of ____________, 2020, ALF V LLC (“Buyer”), technically accepts one (1) used CFM56-7B22 engine bearing manufacturer’s serial number 889727, in QEC configuration as detailed in the Agreement, including all appliances, parts, accessories, and other equipment installed on, or attached thereto as of the date hereof and all records, logs, technical data and manuals in the possession of Seller and made available to Buyer for inspection and one Dedienne model D71STA00005G02 engine stand bearing serial number XXX000000-3-1 (“Engine”) pursuant to the terms of that certain Engine Sale and Purchase Agreement dated as of _____________ __, 2020 (the “Agreement”) between Buyer and CONTRAIL AVIATION LEASING, LLC (“Seller”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Agreement. Buyer hereby unconditionally and irrevocably acknowledges and agrees that the damage giving rise Engine and its records are technically acceptable to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement Buyer without exception as of the date hereof. Engine suffering Total Flight Hours: Engine Total Flight Cycles: Take Off EGT Margin: Post Delta Turbine Rear Frame Work Borescope Inspection: FAA 8130 Release Certificate Post Delta Turbine Rear Frame Work issued by AIM, LLC: ALF V LLC as Buyer By: XXX XX, Inc., its Manager By: __________________ Name: Title: Exhibit CPage 1 Engine Sale and Purchase Agreement EXHIBIT D FORM OF ACCEPTANCE CERTIFICATE As of ____________, 2020, ALF V LLC (“Buyer”), accepts one (1) used CFM56-7B22 engine bearing manufacturer’s serial number 889727, in QEC configuration as detailed in the Event Agreement, including all appliances, parts, accessories, and other equipment installed on, or attached thereto as of Lossthe date hereof and all records, pay logs, technical data and manuals in the amount possession of such payment, Seller and one Dedienne model D71STA00005G02 engine stand bearing serial number XXX000000-3-1 (“Engine”) pursuant to the extent terms of that certain Engine Sale and Purchase Agreement dated as of _____________ __, 2020 (the “Agreement”) between Buyer and CONTRAIL AVIATION LEASING, LLC (“Seller”). Capitalized terms used but not theretofore applied as provided defined herein have the meanings ascribed thereto in the C Mortgage, Agreement. Buyer hereby unconditionally and any interest or income earned thereon, irrevocably acknowledges and agrees that the Engine and its records are acceptable to the Company or its order, (ii) except Buyer without exception as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount date hereof. ALF V LLC, as Buyer By: XXX XX, Inc., its Manager By: _____________________ Name: Title: Exhibit DPage 1 Engine Sale and Purchase Agreement EXHIBIT E QEC LISTING [See attached.] AIRCRAFT INSPECTION & MANAGEMENT, XXX0000 X. Xxxxx Xxxxxx, Xxxxxx, Xxxxxxx 00000 - Office (520) 399·6489 Fax (520) 579·8855FAA CRS # 8AIR305B / EASA 145.6258.Specializing Worldwide inCFMS6-3/5/7 Surgical Strike Repair I Modular Maintenance Borescope Inspections LPT & HPC Boroblend RepairsTop & Bottom Case Repairs Engine Runs Removal & Installation of proceeds resulting from such lossEngines & APU's8130 Dual Release Serviceable Tags Equipment Rental Records Review AIMFAAMRO COM FAA & EASA CERTIFIED REPAIR STATION WORK ORDER #: 19-10-30-01R CUSTOMER: Contrail Aviation Support, LLC. ESN: 889727 CFM56-7 SERIES ENGINE MODEL: CFM56-7822 QEC INVENTORY REPORT DATE: 25-Nov-2019 Description of Component Typical Part Number(s) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and Manual References Qty Part No. Serial No. Installed? Y/ N ATA 24 ELECTICAL POWER XXXXXXXXXX XXXXX XXXXXXXXX (iii(XXX) notwithstanding anything to the contrary contained in the preceding clauses X000X000-000 71-00-02-22-050 1 761574B 2435 Y QUAD RING 762075 71-00-02-22-080 1 99167-762246 2229 Y ATA 26 FIRE PROTECTION FIRE DETECTOR UPPER FAN S332T100-44 71-00-02-28-005 1 S332T100-44 3419 Y FIRE DETECTOR LOWER FAN S332T100-30 71-00-02-28-010 1 Not Visible Not Visible Y FIRE DETECTOR LH CORE S332T100-43 71-00-02-28-015 1 Not Visible Not Visible Y FIRE DETECTOR RH CORE S332T100-38 71-00-02-28-020 1 Not Visible Not Visible Y ATA 29 HYDRAULIC SYSTEM HYDRAULIC PUMP XXXXXXX 00-00000-0 71-00-02-20-1-015 1 N/A N/A N HYDRAULIC PUMP ABEX 00-00000-0 71-00-02-20-2-015 1 66087 K0866 Y HYDRAULIC FILTER 00-00000-0 71-00-02-21-005 1 Not Visible Not Visible Y HYDRAULIC PRESSURE HOSE S332A210-21 71-00-02-21-225 1 155012-12-21 4258 Y HYDRAULIC SUPPLY HOSE S332A210-22 71-00-02-21-300 1 155016-20-11 2,571 Y FITIING QUICK RELEASE S332A210-20 71-00-02-20-020 1 Not Visible Not Visible Y ATA 30 ICE & RAIN PROTECTION TAI VALVE S332A239-2 71-00-02-27-225 1 59364/3215618-4 6413 Y TAI PRESSURE SWITCH 21SN41-52 71-00-02-27-060 1 Not Visible Not Visible Y TAI DUCT ASSY 332A2390-48 71-00-02-27-100 1 Not Visible Not Visible Y ATA 36 PNEUMATICS STARTER DUCT ASSY LOWER 332A2313-1 71-00-02-25-100/250 1 332A2313-1 N/A Y STARTER DUCT ASSY UPPER 332A2310-4 71-00-02-25-100 I 250 1 332A2310-4 N/A Y STARTER ASSY 1851M36P06 80-11-10-01-010 1 1851M36109 A4561C Y STARTER VALVE ASSY S322A002-2 71-00-02-25-175 1 S332A002-2 15576 Y PRE COOLER CONTROL VALVE 00-00000-00 71-00-02-14-075 1 3289562-5 681C Y HIGH STAGE AIR REGULATOR 00-00000-00 71-00-02-14-150 1 10-62008-42 11753 Y BLEED AIR REGULATOR 00-00000-00 71-00-02-14-250 1 N/V N/V Y DUCT ASSY 5TH STAGE 332A2323-10 71-00-02-16-105 1 332A2322-54 N/A Y IP CHECK VALVE 5TH STAGE 00-00000-0 71-00-02-16-250 1 3202222-1 S043 Y DUCT ASSY 9TH STAGE 332A2321-10 71-00-02-16-200 1 1896M69G01 N/V Y HIGH STAGE VALVE 00-00000-00 71-00-02-16-150 1 10-62008-32 11060 Y DUCT ASSY INTERSECTION MANIFOLD 332A2322-54 71-00-02-16-300 1 N/V N/V Y PRESSURE REGULATING & SHUTOFF VALVE 00-00000-00 71-00-02-18-005 1 10-62008-30 4534 Y ATA 71 POWERPLANT FORWARD ENGINE MOUNT ASSY 310A2020-10 71-00-002-02-215 1 310A2020-10 240904 Y THRUST LINK ASSY LH 310A2041-9 71-00-02-31-005 1 310A2041-9 000000 X XXXXXX XXXX XXXX XX 000X0000-00 71-00-02-31-010 1 31OA2041-10 240906 Y AFT ENGINE MOUNT 310A2030-11 71-00-02-03-005 1 310A2030-25 X0000 X XXX XXX/XXX XXXXXX XX000000-0 I S332A260-1 71-00-02-23-1-05 1 UA538551-3 31536R Y ATA 72 ENGINE Compressor Inlet Cone N/R 72-30-00 1 N/V N/V Y ACCESSORY GEARBOX- AGB 340-046-503-0 72-00-00-45-710 1 340-046-602-0 EB077533-A Y TRANSFER GEARBOX - TGB 340-050-704-0 72-00-00-45-700 1 335-300-501-9 XX000000-X X XXXXXX XXXXXXXXXX 00000-0 72-00-00-35-390 1 87006-9 13455 Y ROTOR ALTERNATOR 85465-2 72-00-00-35-440 1 NV N/V Y ID RATING PLUG 390-550-003-0 72-00-00-92-020 1 390-660-501-0 F0301 Y HARNESS J5 390-550-003-0 72-00-00-10-200 1 325-034-902-0 YH218148-B Y HARNESS J6 (iSAC) and 325-026-101-0 72-00-00-10-190 1 325-035-003-0 YH223158-C Y HARNESS J7 (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and SAC) 325-025-701-0 72-00-00-10-240 1 325-025-702-0 YH714699-2 Y HARNESS J8 325-025-801-0 72-00-00-10-250 1 325-025-803-0 YH230990 -X X XXXXXXX J9 325-025-201-0 72-00-00-10-020 1 325-043-401-0 YH237151-1 Y HARNESS J10 325-025-301-0 72-00-00-10-040 1 325-043-501-0 YH240767-6 Y ATA 73 FUEL & CONTROL EEC 1853M33P02 72-00-00-15-380A 1 1853M33P06 LMDN5517 Y FUEL PUMP 828300-4 72-00-00-35-360B 1 340-402-105-0 YA010356-3 Y FUEL DIFFERENTIAL SWITCH QA07670ISS1 72-00-00-35-080 1 QA079951SS-3 XX0-0000 X XXXXX XXXX XXXXXX 00000-0000 72-00-00-35-180 1 45731-1382 YB003855-H Y FUEL FLOW TRANSMITTER 8TJ167GHW1 72-00-00-23-250 1 8TJ167GHM1 GDB3605M Y FILTER FUEL NOZZLE FA00631C 00-00-00-00-00 1 FA00631C YP932591-3 Y FUEL NOZZLES 6840023M1 00-00-00-00 -350 20 N/V N/V Y HMU 442124 72-00-00-35-140 1 442355 BECW1620 Y BURNING STAGING /SELECTION VALVE (13SAC) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 44E64-8 72-00-02-25-790 1 N/A N/A N FUEL SUPPLY INLET HOSE S332A280-5 71-00-02-12-010 1 S332A280-5 3081 Y ATA 74 IGNITION IGNITER PLUG - UPPER 9044035-1 74-00-00-01-300 1 N/V N/V Y IGNITER PLUG - LOWER 9044035-1 74-00-00-01-300 1 N/V N/V Y IGNITION EXCITER BOX - LOWER 00-000000-0 72-00-00-15-010 1 10-631045-2 UNNE8678 Y IGNITION EXCITER BOX -UPPER 10631045-2 72-00-00-15-010 1 10-631045-2 UNJL9056 Y IGNITION LEAD (or its equivalent).SAC) 9059110-1 74-00-00-01-320 2 9059110-1 KCM465 I KV4884 Y ATA 75 AIR HPT AAC VALVE 3291186-5 00-00-00-00-00 0 0000000-0 GRTG9446 Y LPT ACC VALVE C24937001-1 00-00-00-00-00 1 C24937001-1 YR011484-N Y TRANSIENT BLEED AIR VALVE 3291390-1 00-00-00-00-00 1 0000000 -0 XXXX0000 Y VBV ACTUATOR LH 7074-200 00-00-00-00-00 1 340-401-604-0 YU02616-1 Y VBV ACTUATOR RH 7074-200 00-00-00-00-00 0 000-000-000-0 N/V Y VSV ACTUATOR LH 1211313-008 00-00-00-00-00 1 121313-230 RPM-PH502 Y VSV ACTUATOR RH 1211313-008 75-32-10-01-110 1 1211313-230 NV Y ATA 77 INDICATING N1 SPEED SENSOR 320-862-401-0 00-00-00-00-00 0 000-000-000-0 YJ185078K Y N1 VIBRATION TRANSDUCER 6237M117A 00-00-00-00-00 1 N/V N/V Y N2 SPEED SENSOR 320-549-002-0 77-11-1-01-10 1 320-549-004-0 YJ194606-J Y T3 SENSOR 8TC19AAN1 77-23-10-01-010 1 8TC19AAN1 GDBY661G Y TS SENSOR TC292-01 77-22-10-01-010 1 TC296-02 YC084231 Y T12 PROBE RP235-00 72-00-00-10-150 1 RP235-00 N/V Y TEMP CPRSR XXXXX SENSOR 8TC19AAN1 00-00-00-00-00 1 8TC19AAN1 GDBY661G Y T49.5 PROBE LH UPPER TC296-02 00-00-00-00-00 1 TC296-02 XX00000-X X X00.0 XXXXX XX XXXXX XX000-00 00-00-00-00 -10 1 TC296-02 X/X X X00.0 XXXXX XX XXXXX XX000-00 00-00-00-00-00 1 TC296-02 XX000000-0 X X00.0 XXXXX XX XXXXX XX000-00 00-00-00-00-00 1 TC296-02 YC064304-GR Y ATA 78 EXHAUST Exhaust Plug Assembly 314A2620-1 PPBU 00-00-00-00-00 1 314A2620-5 2075 Y Exhaust Nozzle Assembly 314U2100-72 PPBU 00-00-00-00-00 1 314A2610-1 2075 Y ATA 79 OIL FUEL I OIL HEAT EXCHANGER 45332-8036 79-21-20-01-010 1 47731-1382 YB003855-H Y OIL QUANTITY TRANSMITTER 8TJ146CFA1 79-31-00-01-010 1 8TJ146CFA1 YE012321-R Y OIL SCAVENGE FILTER 340-400 -302-0 72-00-00-35-050 1 N/V N/V Y LUBRICATION UNIT 340-400-004-0 72-00-00-35-010 1 N/V X/X X XXX XXX XXXXXX 00000-0000 72-00-00-23-840 1 45731-1393 YB91955-C Y OIL ANTI LEAK VALVE 340-400-203-0 72-23-00-05-520 1 340-400-203-0 YT017269-G Y OIL PRESSURE XXXXXX XXXX0X00000XXXX 00-00-00-00-00 1 APTE8A20007BARD K-15824 Y OIL TANK 340-403-802-0 79-11-20-01-010 1 340-403-802-0 YTO11725-L Y OIL CLOGGING TRANSMITIER QA07656ISSP3 79-21-40-01-110 1 N/V N/V Y OIL TEMPERATURE SENSOR RP238-00 00-00-00-00-00 1 RP235-00 NV Y INSPECTOR #1:(SIGN) STAMP: DATE: _________________________________ AIM 5 INSP. 11/25/19 INSPECTOR #2:(SIGN) STAMP: DATE: _________________________________ AIM 26 INSP. 11/25/19 18629729v1

Terms of Insurance Policies. Any insurance policies carried in accordance with Sections A and B 3.4(a) through 3.4(c) hereof covering the Aircraft, applicable Collateral and any other insurance policies carried in accordance with the Loan Documents (and any policies taken out in substitution or replacement for any such policies, as applicable, ) (1i) shall name the Additional Insureds as additional insureds, as their interests may appear, (2) shall name insureds and the Collateral Agent as sole a loss payee as their respective interests may appear (but without imposing on any such party liability to the extent provided in clause (12) belowpay premiums with respect to such insurance), (3ii) may provide for self-insurance to the extent permitted in Section D3.4(e) hereof, (4iii) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten twenty (1020) days in the case of nonpayment lapse for non-payment of premiumpremiums and seven (7) after sending to (but, days in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5iv) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company such Grantor (or any Permitted Lessee) or any other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company such Grantor (or any Permitted Lessee)) or by any other Person, (6v) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7vi) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insuredAdditional Insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and vii) shall waive any right of the insurers to set-off off, recoupment or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9viii) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of involving an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) Aircraft, Airframe, Engine, Propeller or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all the proceeds in respect of such loss up to the amount of the Agreed Value shallfor such Aircraft, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repairAirframe, Engine, Propeller or Spare Engine shall be payable to the Collateral Agent to and shall be held by applied in accordance with Section 2.5(c) of the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third partyLoan Agreement), it being understood and agreed that in the case of (ix) shall waive any payment to the Collateral Agent otherwise than in respect of an Event of Loss right of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory insurers to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgagesubrogation against any Additional Insured, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain provide for a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (claims settlement per AVS 103 or its equivalent).

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the AircraftAircraft and the Engines, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Security Trustee and each other Secured Party (the "Additional Insureds Insureds") as additional insureds, as their interests may appear, (2) in the case of hull insurance, shall name the Collateral Agent Senior Trustee (until the Lien of the Senior Mortgage shall have been discharged) and the Security Trustee (from and after the time that the Lien of the Senior Mortgage shall have been discharged) as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending issuance to (but, in the case of war risk and allied perils coverageWar Risk Insurance, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall Company's War Risk Insurance provider does not provide for such shorter period as may be available provision of direct notice to Additional Insureds of cancellation, change or lapse in the international insurance marketrequired hereunder, the Company hereby agrees that, upon receipt of notice (including any notice by publication, if applicable) of any cancellation, change or lapse thereof from such insurance provider it shall give the Additional Insureds immediate notice of each cancellation or lapse and prompt notice of each change of such insurance, (5) shall provide that in respect of the Additional Insureds’ ' respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (6) in the case of liability insurances, shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) in the case of liability insurances, shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive or any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraftan Engine) shall be adjusted with the Company (or, if a Special Default or an Event of Default or Special Default shall have occurred which is continuing, with the Collateral AgentSenior Trustee (until the Lien of the Senior Mortgage shall have been discharged) and the Security Trustee (from and after the time that the Lien of the Senior Mortgage shall have been discharged)), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each casethe Threshold Amount, all proceeds in respect of such loss up to the amount of the Agreed Stipulated Loss Value for an affected Engine shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent Senior Trustee (until the Lien of the Senior Mortgage shall have been discharged) and the Security Trustee (from and after the time that the Lien of the Senior Mortgage shall have been discharged) to be held by the Collateral Agent Such Person (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent Security Trustee otherwise than in respect of an Event of Loss of the AircraftEngine, the Collateral Agent Security Trustee shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of less than or equal to the Threshold Amount (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of Stipulated Loss Value for the Agreed Value Engine suffering such loss shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agentthe Security Trustee, all proceeds of loss (other than in excess of the Stipulated Loss Value) shall be paid to the Collateral Agent Senior Trustee (until the Lien of the Senior Mortgage shall have been discharged) and the Security Trustee (from and after the time that the Lien of the Senior Mortgage shall have been discharged), (13) if separate hull and war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 AVS 103, (or its equivalent)14) shall operate on a worldwide basis subject to certain territorial restrictions which are usual and customary in the War Risks market from time to time and (15) shall contain a provision entitling the Security Trustee to initiate a claim if an Event of Default shall be continuing.

Terms of Insurance Policies. Any policies carried in accordance with Sections A 5.1, 5.2 and B 5.3 hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insureds, as their interests may appearinsureds (but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3B) may provide for self-insurance to the extent permitted in Section D5.5, (4C) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) 30 days (or ten (10) days in the case of lapse for nonpayment of premium) after sending to (but, premiums and seven days in the case of war war-risk and allied perils coverage, seven (7) days coverage after sending to) the Additional Insureds delivery of written notice by such insurers insurer to such Additional Insured of such lapse, cancellation or change change, (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that ifD) shall provide that, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance market, (5) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies policies, the insurance shall not be invalidated or impaired by any action or inaction of the Company (or any Permitted Lessee) other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company or by any other Person (whether occurring before or after attachment of this Mortgage or whether occurring before or after any Permitted Lesseeloss or payment under such insurance), (6E) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7F) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) insured and shall waive any right of subrogation of the insurers against the Additional Insureds Lenders and the Mortgagee, (G) shall, with respect to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall hull insurance, waive any right of the insurers to set-off (except any standard set-off for unpaid premiums), recoupment or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9H) shall specifically refer to this Article V and shall acknowledge the general indemnity set forth in the Secured Credit Agreement, (I) in the case of hull insurance policies carried in accordance with Sections 5.2 and 5.3 hereof, shall name the Mortgagee as sole loss payee (for the benefit of the Secured Parties), (J) shall contain a 50/50% clause per AVS 103 or its equivalent, and (K) shall provide that losses (other than for total in the event of a partial loss of the involving any Aircraft) shall be adjusted with the Company (or, if a Special Default Airframe, or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss Engine not constituting an Event of Loss Loss, (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in for which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds are in excess of $5,000,000, in each case*, all the proceeds in respect of such partial loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, shall be payable to the Collateral Agent to be held by Mortgagee (for the Collateral Agent (whether such payment is made to benefit of the Company (or any Permitted Lessee) or any third partySecured Parties), it being understood and agreed that in the case of any such payment to the Collateral Agent otherwise than in respect of an Event of Loss of the AircraftMortgagee, the Collateral Agent Mortgagee shall, upon receipt of evidence reasonably satisfactory to it and the Lenders that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Lossmade, pay the amount of such payment, payment to the extent not theretofore applied as provided in party having performed or performing the C Mortgage, repairs to such Aircraft and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all for which proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of are $2,500,000 * or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii)paid, if unless a Special Default or Event of Default shall have occurred and be continuing continuing, to the Company or its order for cost of repair of such Aircraft (it being agreed that the dollar amounts referred to in this clause (K) are inclusive of any applicable deductible and any self-insurance), (L) shall provide that the insurers shall not be entitled to replace such Aircraft, (M) shall provide that if a Default or Event of Default has occurred and is continuing, the Mortgagee shall be entitled to initiate claims under the policies, and (N) shall provide that in the event of a loss involving any Aircraft, Airframe or Airframe and Engine and the insurers have been notified thereof by Collateral Agentsame constitutes an Event of Loss, all the proceeds in respect of loss such Event of Loss shall be paid payable to the Collateral Agent Mortgagee (for the benefit of the Secured Parties), it being understood and (13) if war risk coverage is maintainedagreed that, unless a Default or Event of Default shall contain a 50/50 clause have occurred and be continuing, the Mortgagee shall pay any amount in accordance with Provisional Claims Settlement Clause AVS103 (excess of all Secured Obligations relating to such Aircraft to the Company or its equivalent)order.

Terms of Insurance Policies. Any policies carried in accordance with Sections A 11(a) and B 11(b) hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1A) shall name the Additional Insureds as additional insureds, or, if appropriate, loss payees, as their respective interests may appearappear (but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3B) may provide for self-insurance to the extent permitted in Section D11(d) hereof, (4C) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten (10) days in the case of lapse for nonpayment of premium) after sending to (but, premium and seven days in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5D) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company Lessee (or any Permitted LesseeSublessee) or any other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Lessee (or any Permitted Lessee)Sublessee) or by any other Person, (6E) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7F) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and G) shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, and (9H) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of involving the Aircraft, Airframe, or an Engine (under circumstances in for which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds are in excess of $5,000,0003,000,000, in each case, all the proceeds in respect of such loss up to the amount of Stipulated Loss Value for the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, Aircraft shall be payable to Lessor (or, so long as the Collateral Agent to Trust Indenture shall be held by in effect, the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third partyIndenture Trustee), it being understood and agreed that in the case of any payment to Lessor (or the Collateral Agent Indenture Trustee) otherwise than in respect of an Event of Loss of Loss, Lessor (or the Aircraft, the Collateral Agent Indenture Trustee) shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent).reasonably

Terms of Insurance Policies. Any policies carried in accordance with Sections A 11.1 and B hereof 11.2 covering the an Aircraft, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Additional Insureds Lessor and each other Financing Party as additional insuredsinsureds (the "Additional Insureds"), as their interests may appear, (2) shall name the Collateral Administrative Agent as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D11.4, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium whatsoever or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending to receipt by (but, in the case of any war risk and allied perils coverage, and failure to pay premium seven (7) days and ten (10) days, respectively, after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketobtainable, (5) shall provide that in respect of the Additional Insureds’ respective interests ' interest in such policies the insurance shall not be invalidated by any action or inaction of the Company Lessee (or any Permitted Lesseesublessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Lessee (or any Permitted Lesseesublessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers subrogation or to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with the Company Lessee (or, if a Special Lease Event of Default or an Event of Significant Default shall have occurred which is and be continuing, with the Collateral Administrative Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in subclause (ii) of this clause (iii) below12), in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case2,000,000, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, shall be payable to the Collateral Administrative Agent to be held by the Collateral Administrative Agent (whether such payment is made to the Company Lessee (or any Permitted Lesseesublessee) or any third party)) and applied in accordance with the provisions of Section 10.5 hereof, it being understood and agreed that in the case of any payment proceeds payable to the Collateral Administrative Agent otherwise other than in respect of an Event of Loss of the Aircraft, the Collateral Administrative Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Lossproperty, pay apply the amount of such payment, to proceeds in accordance with the extent not theretofore applied as provided in the C Mortgageprovisions of Section 10.6, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) notwithstanding any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything language to the contrary contained in the preceding clauses (i) and (ii)herein, if a Special Significant Default or Lease Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral the Administrative Agent, all proceeds of loss shall be paid payable to the Collateral Administrative Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)per AVS 103.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B Section 1 hereof covering the Aircrafteach Engine, and any policies taken out in substitution or replacement for any such policies, as applicable, (1i) shall name the Additional Insureds Seller Indemnitees and the parties identified below as additional insureds, as their interests may appear(but without imposing on any such party liability to pay premiums with respect to such insurance), (2) shall name the Collateral Agent as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4ii) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional InsuredSeller Indemnitee, such cancellation, lapse, cancellation or change shall not be effective as to the Additional Insureds any Seller Indemnitee for thirty (30) days (or ten (10) seven days in the case of nonpayment of premium) after sending to (but, in the case of war risk and allied perils coverage, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall provide for such shorter period as may be available in the international insurance marketchange, (5) shall provide that in respect of the Additional Insureds’ respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (6) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7iii) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a there were separate policy covered covering each insured, (8) shall iv) provide that the insurers will waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers to set-off setoff, recoupment or counterclaim or any other deduction, whether by attachment or otherwise, in respect (v) be primary and without right of contribution from any liability of insurance which may be carried by any Additional InsuredSeller Indemnitees, and (9vi) shall otherwise be reasonably acceptable to Seller in light of industry norms. The insurance required by this Exhibit C may be subject to any limits prevailing at the time in the aviation insurance marketplace (for example, on the date of this Agreement, AVN 67B). On or before the Delivery Date for the Engines, the Buyer shall provide that losses (other than for total loss to Seller certificates of insurance evidencing the coverage required pursuant to this Exhibit and, if so requested by Seller, shall provide to Seller, as applicable, updated certificates of insurance upon each renewal of the Aircraft) coverage required pursuant to this Exhibit C. The following parties shall be adjusted included as additional insureds along with other additional insureds required under this Agreement: Celestial Aviation Trading 22 Limited, GECAS Technical Services Limited, GE Capital Aviation Funding, GE Capital Aviation Services Limited, GE Capital Aviation Services LLC, General Electric Company, GE Capital Global Holdings LLC and GE Capital US Holdings Inc. TIE-IN LETTER November 8, 2019 RE: One (1) used model V2524-A5 model aircraft engine bearing manufacturer's serial number V 11255 and associated components ("Engine"). Dear Sir/Madam: This letter will confirm that the Company above referenced Engine was owned by Wilmington Trust SP Services (or, if a Special Default or an Event of Default shall have occurred which is continuingDublin) Ltd. not in its individual capacity but solely as Trustee for Aircraft 32A-1758 (Ireland) Trust, with the Collateral Agent)Engine leased to Companhia De Transportes Aereos Air Macau, SARL (10"Lessee") shall provide under a lease agreement of that certain Airbus A319-100 aircraft bearing manufacturer's serial number 1758 and Macau registration B­MAK. Subsequently, the Additional Insureds are Engine was sold by Wilmington Trust SP Services (Dublin) Ltd. not liable in its individual capacity but solely as Trustee for any insurance premiumsAircraft 32A-1758 (Ireland) Trust, (11) shall be effective to Contrail Aviation Leasing, LLC as buyer, on September 17, 2018 and returned off lease by Lessee to Contrail Aviation Leasing, LLC on August 30, 2019 with respect the following final engine times: TSN: 37,596 CSN: 21,445. The Engine was sold by Contrail Aviation Leasing to both domestic and international operationsContrail Aviation Support, (12) shall provide that for any loss not constituting an Event LLC on November 8, 2019. To the best of Loss our knowledge, (i) except as specified the Engine has not been involved in clause an incident or accident; (ii) the Engine was not operated by any government or military source; (iii) belowthe Engine was not subjected to extreme heat or stress as in engine failure, in the event of fire, incident or accident; and (xiv) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise Engine was not immersed in salt water or otherwise exposed to such payment shall have been repaired corrosive agents outside normal operation. Sincerely, Contrail Aviation Leasing, LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: CEO TIE-IN LETTER November 8, 2019 RE: One (1) used model V2527-A5 model aircraft engine bearing manufacturer's serial number V 10543 and associated components ("Engine"). Dear Sir/Madam: This letter will confirm that the above referenced Engine was previously owned by WWTAI Airopco 1 Bermuda Ltd., which sold the Engine to Contrail Aviation Support, LLC as buyer, on February 25, 2019. Contrail Aviation Support, LLC leased the Engine to Companhia De Transportes Aereos Air Macau, SARL ("Lessee") on or that such payment shall then be required to pay for repairs then being made or the replacement about May 29, 2019. Lessee subsequently returned of the Engine suffering to Contrail on August 30, 2019 with the Event following final engine times: TSN: 52,626 CSN: 26,725. To the best of Lossour knowledge, pay (i) the amount of such payment, to the extent Engine has not theretofore applied as provided been involved in the C Mortgage, and any interest an incident or income earned thereon, to the Company or its order, accident; (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has was not occurred) operated by any government or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and military source; (iii) notwithstanding anything the Engine was not subjected to the contrary contained extreme heat or stress as in the preceding clauses (i) engine failure, fire, incident or accident; and (ii)iv) that the Engine was not immersed in salt water or otherwise exposed to corrosive agents outside normal operation. Sincerely, if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral AgentContrail Aviation Support, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent).LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: CEO 18221713v1

Terms of Insurance Policies. Any policies carried in accordance with Sections A SECTION 2.04(A) and B SECTION 2.04(b) hereof covering the Aircraftapplicable Collateral, and any policies taken out in substitution or replacement for any such policies, as applicable, (1i) shall name the Additional Insureds as additional insureds, as their respective interests may appearappear (but without imposing on any such party liability to pay premiums with respect to such insurance), (2ii) shall name the Collateral Agent as sole loss payee in respect of insurances maintained pursuant to SECTION 2.04(B); provided, Default, in respect of any casualty occurrence the insurance proceedsof which are less than $2,000,000, such insurance proceeds shall be paid directly to the extent provided in clause (12) belowCompany, (3iii) may provide for self-insurance to the extent permitted in Section DSECTION 2.04(D) hereof, (4iv) shall provide that if the insurers cancel such insurance for any reason whatsoeverwhatever, or if the same is allowed to lapse for nonpayment non-payment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, cancellation or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (or ten twenty (1020) days in the case of nonpayment lapse for non-payment of premiumpremiums and seven (7) after sending to (but, days in the case of war risk and allied perils coverage, seven (7) days after sending to) the receipt by such Additional Insureds Insured of written notice by such insurers of such lapse, cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register), change; provided, however, that if, in respect of if the war risk and allied perils coveragenotice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance marketreasonably obtainable, (5v) shall provide that in respect of the Additional Insureds’ respective interests of each Additional Insured in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) other Person and shall insure the respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or by any Permitted Lessee)other Person, (6vi) shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7vii) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insuredAdditional Insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and viii) shall waive any right of the insurers to set-off off, recoupment or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9ix) shall waive any right of the insurers to subrogation against any Additional Insured, and (x) shall provide for a 50/50 claims settlement per AVS 103 or its equivalent, except that losses (other than for total loss of the Aircraft) if coverage required under this SECTION 2.04 is then being provided under SECTION 2.04(F), such claims settlement shall be adjusted with the Company (or, if a Special Default or an Event of Default shall have occurred which is continuing, with the Collateral Agent), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective made pursuant to provisions then generally in effect with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (or its equivalent)commercial aviation insurance.

Terms of Insurance Policies. Any policies carried in accordance with Sections A 12.1 and B 12.2 hereof covering the Aircraft, and any policies taken out in substitution or replacement for any such policies: (a) Shall name Lessor, as applicableOwner and the Lender and each of their respective officers, (1) shall name the Additional Insureds directors, employees and agents as additional insuredsinsureds (the "Additional Insureds"), as their interests may appearappear (but without imposing on such party liability to pay premiums with respect to such insurance) to the full extent and amount of aircraft liability insurance coverage held by Lessee, and shall name Owner and the Lender as sole, joint, loss payees (2"Sole Loss Payee") with respect to proceeds payable for an Event of Loss and in accordance with Section 12.2 above with respect to damage not constituting an Event of Loss; (b) shall name the Collateral Agent as sole loss payee to the extent provided have deductibles in clause amounts not exceeding $50,000; (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4c) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any the Additional InsuredInsureds or Sole Loss Payee, or such insurance shall lapse for non-payment of premium, such cancellation, lapse, or change shall not be effective as to the Additional Insureds or Sole Loss Payee for thirty 30 days after receipt (30) seven days (or ten (10) days in the case of nonpayment of premium) after sending to (but, such notice in the case of war risk and allied perils coverage, seven (7) days after sending to) by the Additional Insureds or Sole Loss Payee of written notice by such insurers of such 13 cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverageif any notice period specified above is not reasonably obtainable, such policies shall provide for such shorter as long a period of prior notice as may shall then be available in the international insurance market, reasonably obtainable; (5d) shall provide that in respect of the Additional Insureds’ respective ' or Sole Loss Payee's interests in such policies the insurance shall not be invalidated by any action action, inaction or inaction omission of the Company (Lessor or any Permitted Lessee) Lessee and shall insure the respective interests of the Additional Insureds or Sole Loss Payee regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company Lessee; (or any Permitted Lessee), (6e) shall be primary without any right of contribution from any other insurance which is carried by any Lessee, or the Additional Insured, Insureds or Sole Loss Payee; (7f) shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if there were a separate policy covered covering each insured; (g) shall provide that the insurers waive any right, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive any right of the insurers i) to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of Lessee or any Additional InsuredInsured to the extent of any money owed to Lessee or the Additional Insureds and, (9ii) any right to subrogation; (h) shall provide that losses (other than for total loss of the Aircraft) shall be adjusted with Lessee and Lessor jointly, unless and until the Company (or, if a Special Default or insurers have received written notice of an Event of Default shall have occurred which is continuing, continuing (in which case adjustments shall be with Lessor solely) or until insurers have paid to Lessor and the Collateral AgentLender the Stipulated Loss Value (in which case adjustments shall be made with Lessee solely), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss ; (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each case, all proceeds in respect of such loss up to the amount of the Agreed Value shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent to be held by the Collateral Agent (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent otherwise than in respect of an Event of Loss of the Aircraft, the Collateral Agent shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of the Agreed Value shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agent, all proceeds of loss shall be paid to the Collateral Agent and (13) if war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 (per AVS 103 or its equivalent); and, (j) shall include and insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 13 and Lessee will maintain such insurance of the indemnities for a minimum of three (3) years following the Expiration Date of the Lease.

Terms of Insurance Policies. Any policies carried in accordance with Sections A and B hereof covering the AircraftAircraft and the Engines, and any policies taken out in substitution or replacement for any such policies, as applicable, (1) shall name the Security Trustee and each other Secured Party (the "Additional Insureds Insureds") as additional insureds, as their interests may appear, (2) in the case of hull insurance, shall name the Collateral Agent Security Trustee as sole loss payee to the extent provided in clause (12) below, (3) may provide for self-insurance to the extent permitted in Section D, (4) shall provide that if the insurers cancel such insurance for any reason whatsoever, or the same is allowed to lapse for nonpayment of premium or if any material change is made in the insurance which adversely affects the interest of any Additional Insured, such cancellation, lapse, or change shall not be effective as to the Additional Insureds for thirty (30) days (or ten (10) days in the case of nonpayment of premium) after sending issuance to (but, in the case of war risk and allied perils coverageWar Risk Insurance, seven (7) days after sending to) the Additional Insureds of written notice by such insurers of such cancellation or change (or, if the case of war risk and allied perils insurance underwritten by the FAA, seven days after publication in the Federal Register)change, provided, however, that if, in respect of the war risk and allied perils coverage, such policies shall Company's War-Risk Insurance provider does not provide for such shorter period as may be available provision of direct notice to Additional Insureds of cancellation, change or lapse in the international insurance marketrequired hereunder, the Company hereby agrees that, upon receipt of notice (including any notice by publication, if applicable) of any cancellation, change or lapse thereof from such insurance provider it shall give the Additional Insureds immediate notice of each cancellation or lapse and prompt notice of each change of such insurance, (5) shall provide that in respect of the Additional Insureds’ ' respective interests in such policies the insurance shall not be invalidated by any action or inaction of the Company (or any Permitted Lessee) and shall insure the respective interests of the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Company (or any Permitted Lessee), (6) in the case of liability insurances, shall be primary without any right of contribution from any other insurance which is carried by any Additional Insured, (7) in the case of liability insurances, shall expressly provide that all of the provisions thereof, except the limits of liability and agreed valueliability, shall operate in the same manner as if a separate policy covered each insured, (8) shall waive any right of subrogation of the insurers against the Additional Insureds to the same extent Company has agreed in the Operative Agreements to indemnify the Additional Insureds and shall waive or any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured, (9) shall provide that losses (other than for total loss of the Aircraftan Engine) shall be adjusted with the Company (or, if a Special Default or an Event of Default or Special Default shall have occurred which is continuing, with the Collateral AgentSecurity Trustee), (10) shall provide that the Additional Insureds are not liable for any insurance premiums, (11) shall be effective with respect to both domestic and international operations, (12) shall provide that for any loss not constituting an Event of Loss (i) except as specified in clause (iii) below, in the event of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect to an Airframe has not occurred) or a Spare Engine involving proceeds in [C Mortgage and Security Agreement] excess of $2,500,000 or (y) any other loss involving proceeds in excess of $5,000,000, in each casethe Threshold Amount, all proceeds in respect of such loss up to the amount of the Agreed Stipulated Loss Value for an affected Engine shall, to the extent such proceeds are not paid by the insurer(s) directly to the person effecting the repair, be payable to the Collateral Agent Security Trustee to be held by the Collateral Agent Security Trustee (whether such payment is made to the Company (or any Permitted Lessee) or any third party), it being understood and agreed that in the case of any payment to the Collateral Agent Security Trustee otherwise than in respect of an Event of Loss of the AircraftEngine, the Collateral Agent Security Trustee shall, upon receipt of evidence reasonably satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made or the replacement of the Engine suffering the Event of Loss, pay the amount of such payment, to the extent not theretofore applied as provided in the C Mortgage, and any interest or income earned thereon, to the Company or its order, (ii) except as specified in the following clause (iii), all proceeds of (x) a loss in respect of an Engine (under circumstances in which an Event of Loss with respect equal to an Airframe has not occurred) or a Spare Engine of $2,500,000 or less or than the Threshold Amount (y) any other loss of $5,000,000 or less, in each case, regardless of the total amount of proceeds resulting from such loss) and any proceeds of any loss in excess of Stipulated Loss Value for the Agreed Value Engine suffering such loss shall be paid to the Company or its order and (iii) notwithstanding anything to the contrary contained in the preceding clauses (i) and (ii), if a Special Default or Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Collateral Agentthe Security Trustee, all proceeds of loss (other than in excess of the Stipulated Loss Value) shall be paid to the Collateral Agent and Security Trustee, (13) if separate hull and war risk coverage is maintained, shall contain a 50/50 clause in accordance with Provisional Claims Settlement Clause AVS103 AVS 103, (or its equivalent)14) shall operate on a worldwide basis subject to certain territorial restrictions which are usual and customary in the War Risks market from time to time and (15) shall contain a provision entitling the Security Trustee to initiate a claim if an Event of Default shall be continuing.