Common use of Additional Insureds; Loss Payment Clause in Contracts

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payee. Such policies shall provide with respect to such Additional Insureds that (a) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or, in the case of any particular Additional Insured, any other Additional Insured; (b) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicable) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (c) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (d) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (e) the insurers waive any rights of set-off, counterclaim, deduction or subrogation against such Additional Insureds; (f) shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (g) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Lessor as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000; PROVIDED that, so long as the insurers shall not have received written notice that a Specified Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 or less become payable, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Value (x) of any proceeds which in the aggregate exceed $750,000, (y) of any proceeds in respect of an Event of Loss or (z) if the insurers shall have received written notice that a Specified Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as loss payee.

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI Section 9 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-off, counterclaim, deduction or subrogation against such Additional Insureds; (fvi) shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (gvii) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained103. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Lessor as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided that, so long as the insurers shall not have received written notice that a Specified Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 1,250,000 or less become payable, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Termination Value (xi) of any proceeds which in the aggregate exceed $750,0001,250,000, (yii) of any proceeds in respect of an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI Section 9 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-off, counterclaim, deduction or subrogation against such Additional Insureds; (fvi) shall apply worldwide and have no only such territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder)may be reasonably acceptable to Lessor; and (gvii) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained103. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Lessor as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided that, so long as the insurers shall not have received written notice that a Specified Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 1,250,000 or less become payable, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Termination Value (xi) of any proceeds which in the aggregate exceed $750,0001,250,000, (yii) of any proceeds in respect of an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI Section 9 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; and (ev) the insurers waive any rights of set-off, counterclaim, deduction or subrogation against such Additional Insureds; (f) shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (g) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Indenture Trustee as loss payee as long as the Indenture shall remain in effect and thereafter shall name the Lessor as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided that, so long as the insurers shall not have received written notice that a Specified an Event of Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 2,000,000 or less become payableless, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Termination Value (xi) of any proceeds which in the aggregate exceed $750,0002,000,000, (yii) of any proceeds in respect of a total loss or an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI Section 9 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; and (ev) the insurers waive any rights of set-off, counterclaim, deduction or subrogation against such Additional Insureds; (f) shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (g) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Indenture Trustee as loss payee as long as the Indenture shall remain in effect and thereafter shall name the Lessor as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided that, so -------- ---- long as the insurers shall not have received written notice that a Specified an Event of Default has occurred and is continuing, if insurance proceeds under a hull policy in the aggregate equal to $750,000 2,000,000 or less become payableless, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Termination Value (xi) of any proceeds which in the aggregate exceed $750,0002,000,000, (yii) of any proceeds in respect of a total loss or an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI Section 9 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or any other Person (other than such Additional Insured) or, in the case of any particular Additional Insured, any other Additional InsuredInsured 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 Lessee or any Permitted Sublessee; (bii) in the case of any particular Additional Insured, no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 thirty (30) days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-offset- off (including for unpaid premiums), counterclaim, deduction or subrogation whether by attachment or otherwise, against such Additional Insureds; (fvi) such policies shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (gvii) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 103; and (viii) losses shall be adjusted with the Lessee (or, if an Event of Default shall have occurred and be continuing, with the Lessee and the loss payee referred to in the extent a separate war risk last sentence of this Section 9(c)); provided, that, in the -------- case of an Event of Loss, no adjustment (other than hull deductibles) shall reduce the amount payable under such policy is maintainedto less than the agreed value required by Section 9(b). Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and each hull policy shall provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Indenture Trustee as loss payee as long as the Indenture shall remain in effect and thereafter shall name the Lessor as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided that, so -------- ---- long as the insurers shall not have received written notice that a Specified an Event of Default has occurred and is continuing, if insurance proceeds under a hull policy in the aggregate equal to $750,000 1,000,000 or less become payableless, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Value (xi) of any proceeds which in the aggregate exceed $750,0001,000,000, (yii) of any proceeds in respect of a total loss or an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee Obligors shall cause all policies of insurance carried in accordance with this Article XI Section 3.3(i) to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeAdditional Insureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee Obligors or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse lapse, or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments assessments, or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-off, counterclaim, deduction deduction, or subrogation against such Additional Insureds; Insureds and (fvi) shall apply worldwide world wide and have no only such territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (g) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 may be reasonably acceptable to the extent a separate war risk policy is maintainedLead Secured Party. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee Obligors will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Lessor as loss payee with respect to proceeds payable provide that for an Event of Loss and where the aggregate insurance proceeds exceed $750,000; PROVIDED that, so long as the insurers shall not have received written notice that a Specified Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 or less become payable, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Value (x) of any proceeds which in the aggregate exceed $750,000, (y) of any proceeds losses in respect of an Event of Loss the Aircraft, Airframe or (z) if the insurers shall have received written notice that a Specified Default has occurred and is continuingany Engine, any proceeds payment in connection with respect to any single loss, claims for such losses shall be payable paid directly to Lessor as loss payeethe Lead Secured Party.

Additional Insureds; Loss Payment. The Lessee Company shall cause all policies of insurance carried in accordance with this Article XI Section 4.05 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee Company or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; and (ev) the insurers waive any rights of set-off, counterclaim, deduction or subrogation against such Additional Insureds; (f) shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (g) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee Company will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Lessor Indenture Trustee as loss payee with respect to proceeds payable for an Event of Loss and where as long as the aggregate insurance proceeds exceed $750,000Indenture shall remain in effect; PROVIDED provided that, so long as the insurers shall not have received written notice that a Specified an Indenture Event of Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 2,000,000 or less become payableless, then such proceeds shall be payable to the Lessee Company and, notwithstanding the foregoing, any amounts up to Stipulated Loss Value the Required Insurance Amount (xi) of any proceeds which in the aggregate exceed $750,0002,000,000, (yii) of any proceeds in respect of a total loss or an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Indenture Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI Section 9 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or any other Person (other than such Additional Insured) or, in the case of any particular Additional Insured, any other Additional InsuredInsured 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 Lessee or any Permitted Sublessee; (bii) in the case of any particular Additional Insured, no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 thirty (30) days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-offset- off (including for unpaid premiums), counterclaim, deduction or subrogation whether by attachment or otherwise, against such Additional Insureds; (fvi) such policies shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (gvii) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 103; and (viii) losses shall be adjusted with the Lessee (or, if an Event of Default shall have occurred and be continuing, with the Lessee and the loss payee referred to in the extent a separate war risk last sentence of this Section 9(c)); provided, -------- that, in the case of an Event of Loss, no adjustment (including any hull deductibles) shall reduce the amount payable under such policy is maintainedto less than the agreed value required by Section 9(b). Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and each hull policy shall provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Indenture Trustee as sole loss payee as long as the Indenture shall remain in effect and thereafter shall name the Lessor as sole loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided that, so long as the insurers shall not have received -------- ---- written notice that a Specified an Event of Default has occurred and is continuing, if insurance proceeds under a hull policy in the aggregate equal to $750,000 1,000,000 or less become payableless, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Value (xi) of any proceeds which in the aggregate exceed $750,0001,000,000, (yii) of any proceeds in respect of a total loss or an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee Borrower shall cause all --------------------------------- policies of insurance carried in accordance with this Article XI Section 4.05(a) to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee Borrower or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-set- off, counterclaim, deduction or subrogation against such Additional Insureds; (fvi) shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (gvii) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained103. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and each hull policy shall provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee Borrower will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each policy of insurance (except in the case of any hull policy maintained by the Borrower in respect of an aircraft to which the Engine is attached or has been removed but not yet replaced) shall name the Lessor Lender as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided -------- that, so long as the insurers shall not have received written notice that a Specified an ---- Event of Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 2,000,000 or less become payableless, then such proceeds shall be payable to the Lessee Borrower and, notwithstanding the foregoing, any amounts up to Stipulated Loss Value the aggregate amount of principal of and interest accrued on the Loan outstanding from time to time (xi) of any proceeds which in the aggregate exceed $750,0002,000,000, (yii) of any proceeds in respect of a total loss or an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI Section 9 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-off, counterclaim, deduction or subrogation against such Additional Insureds; (fvi) shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (gvii) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained103. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and each hull policy shall provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Lessor as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided that, so long as the -------- ---- insurers shall not have received written notice that a Specified an Event of Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 2,000,000 or less become payableless, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Termination Value (xi) of any proceeds which in the aggregate exceed $750,0002,000,000, (yii) of any proceeds in respect of a total loss or an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI Section 9 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or any other Person (other than such Additional Insured) or, in the case of any particular Additional Insured, any other Additional InsuredInsured 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 Lessee or any Permitted Sublessee; (bii) in the case of any particular Additional Insured, no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 thirty (30) days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-offset- off (including for unpaid premiums), counterclaim, deduction or subrogation whether by attachment or otherwise, against such Additional Insureds; (fvi) such policies shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (gvii) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 103; and (viii) losses shall be adjusted with the Lessee (or, if an Event of Default shall have occurred and be continuing, with the loss payee referred to in the extent a separate war risk last sentence of this Section 9(c)); provided, that, in the case of an Event of -------- Loss, no adjustment (other than hull deductibles) shall reduce the amount payable under such policy is maintainedto less than the agreed value required by Section 9(b). Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and each hull policy shall provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Indenture Trustee as loss payee as long as the Indenture shall remain in effect and thereafter shall name the Lessor as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided that, so long as -------- ---- the insurers shall not have received written notice that a Specified an Event of Default has occurred and is continuing, if insurance proceeds under a hull policy in the aggregate equal to $750,000 1,000,000 or less become payableless, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Value (xi) of any proceeds which in the aggregate exceed $750,0001,000,000, (yii) of any proceeds in respect of a total loss or an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee Borrower shall cause all policies of insurance carried in accordance with this Article XI Section 3.4 to name the Lender as an additional insured ("Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeInsureds"). Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee Borrower or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-off, counterclaim, deduction or subrogation against such Additional Insureds; (fvi) shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereundermay be reasonably acceptable to the Lender); and (gvii) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained103. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee Borrower will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Lessor Lender as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED thatTHAT, so long as the insurers shall not have received written notice that a Specified Default or Event of Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 1,250,000 or less become payable, then such proceeds shall be payable to the Lessee Borrower and, notwithstanding the foregoing, any amounts up to Stipulated Loss Termination Value (xi) of any proceeds which in the aggregate exceed $750,0001,250,000, (yii) of any proceeds in respect of an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI Section 9 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-set- off, counterclaim, deduction or subrogation against such Additional Insureds; (fvi) shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (gvii) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained103. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and each hull policy shall provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Lessor as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided that, so long as the insurers shall not have received written notice that a Specified an -------- ---- Event of Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 2,000,000 or less become payableless, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Termination Value (xi) of any proceeds which in the aggregate exceed $750,0002,000,000, (yii) of any proceeds in respect of a total loss or an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.

Additional Insureds; Loss Payment. The Lessee shall cause all policies of insurance carried in accordance with this Article XI Section 9 to name the Additional Insureds as their respective interests may appear as additional insureds and shall cause all policies required by Section 11.02 to name Lessor as the sole loss payeeinsureds. Such policies shall provide with respect to such Additional Insureds that (ai) none of their respective interests in such policies shall be invalidated by any act or omission or breach of warranty or condition contained in such policies by the Lessee or, in the case of any particular Additional Insured, any other Additional Insured; (bii) no cancellation or lapse of coverage for nonpayment of premium or otherwise, and no substantial change of coverage which adversely affects the interests of any such Additional Insured, shall be effective as to such Additional Insured until 30 days (or 10 days in respect of non-payment of premium and, in the case of war risk coverage, such lesser period as may be applicableapplicable in the case of any war risk coverage) after receipt by such Additional Insured of written notice from the insurers of such cancellation, lapse or change; (ciii) they shall have no liability for premiums, commissions, calls, assessments or advances with respect to such policies; (div) such policies will be primary without any right of contribution from any other insurance carried by such Additional Insureds; (ev) the insurers waive any rights of set-off, counterclaim, deduction or subrogation against such Additional Insureds; (fvi) shall apply worldwide and have no territorial restrictions or limitations (except, in the case of war, hijacking or related perils insurance, as otherwise permitted hereunder); and (gvii) shall contain a 50/50% Clause per Lloyd's Aviation Underwriter's Association Standard Policy Form AVS 103 to the extent a separate war risk policy is maintained103. Each liability policy shall provide that all the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured and provide that the exercise by the insurer of rights of subrogation derived from rights retained by the Lessee will not delay payment of any claim that would otherwise be payable but for such rights of subrogation. Each hull policy shall name the Indenture Trustee as loss payee as long as the Indenture shall remain in effect and thereafter shall name the Lessor as loss payee with respect to proceeds payable for an Event of Loss and where the aggregate insurance proceeds exceed $750,000payee; PROVIDED provided that, so long as the insurers shall not have received written notice that a Specified an Event of Default has occurred and is continuing, if insurance proceeds in the aggregate equal to $750,000 2,000,000 or less become payableless, then such proceeds shall be payable to the Lessee and, notwithstanding the foregoing, any amounts up to Stipulated Loss Termination Value (xi) of any proceeds which in the aggregate exceed $750,0002,000,000, (yii) of any proceeds in respect of a total loss or an Event of Loss or (ziii) if the insurers shall have received written notice that a Specified an Event of Default has occurred and is continuing, any proceeds with respect to any single loss, shall be payable to Lessor as such loss payee.