Common use of Insurances Clause in Contracts

Insurances. a) The Borrower shall maintain or ensure that the Vessel is insured against such risks, including but not limited to, Hull and Machinery, Protection & Indemnity (including maximum cover for pollution liability as normally adopted by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal to the higher of the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Insurances, the Borrower shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph a) have been renewed and taken out in respect of the Vessel with insurance values as required by paragraph b), that such Insurances are in full force and effect and that the Agent (on behalf of the Finance Parties and the Swap Bank) have been noted by the relevant insurers. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. aTo the extent of the Buyer's undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall: (i) The Borrower shall maintain or ensure that cause the Vessel is insured against such risksSeller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance; and (ii) with respect to the Buyer's Hull All Risks and Hull War Risks insurances and Allied Perils, Hull cause the insurers of the Buyer's hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and Machinerysub-contractors, Protection & Indemnity (including maximum cover for pollution liability as normally adopted and their respective insurers. Any applicable deductible shall be borne by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal Buyer. With respect to the higher of above policies, the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower Buyer shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters furnish to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. dSeller, not less than seven (7) Not later than fourteen (14) working days prior to the expiry date start of any such training period, certificates of insurance from the relevant Buyer's insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer's policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph adays (but seven (7) have been renewed and taken out days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and effect sub-contractors, and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer's undertaking and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1 and to this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. 13.1 During the Security Period the Equipment shall be insured in accordance with the provisions of the Insurance Plan, but subject always to the General Assignment and, as between the Standby Lessor and the Sub-Lessee, at the expense of the Sub-Lessee. 13.2 Subject as hereinafter provided, during the Non-Security Period: (a) The Borrower the Equipment shall maintain throughout the Standby Sub-Lease Period be in every respect at the risk of the Sub-Lessee, who shall bear all risks howsoever arising of, operation and maintenance of the Equipment or ensure that otherwise; and (b) the Vessel is Sub-Lessee shall throughout the Standby Sub-Lease Period at its expense and in accordance with the Insurance Plan (and otherwise as the Standby Lessor and Sub-Lessee may agree) insure the Equipment and keep the Equipment insured against in accordance with Insurance Plan. (c) all such risks, including but not limited to, Hull insurances as aforesaid shall be effected and Machinery, Protection & Indemnity (including maximum cover for pollution liability as normally adopted maintained by the industry Sub-Lessee in the joint names of the Standby Purchaser, the Standby Lessor and the Sub-Lessee according to their respective interests (but without, as between the Standby Lessor and the Sub-Lessee, liability on the part of the Standby Lessor for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms premiums or calls and with such insurers, brokers and clubs as the Agent shall approve from time all deductibles to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal to the higher of the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Insurances, the Borrower shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph a) have been renewed and taken out in respect of the Vessel with insurance values as required by paragraph b), that such Insurances are in full force and effect and that the Agent (on behalf of the Finance Parties and the Swap Bank) have been noted by the relevant insurers. e) The Agent (on behalf of the Lenders) mayassumed by, for the account of and at the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) sole risk of the LoanSub-Lessee); (d) relevant to the VesselSub-Lessee shall pay punctually all premiums, and the Borrower shall reimburse to the Agent any and all calls, contributions or other sums paid as premium payable in respect of all such insurance cover insurances and produce all relevant receipts when so required by the Standby Lessor; (e) the Sub-Lessee shall arrange for the execution of such cover guarantees as may from time to time be required by any protection and indemnity or war risks association; (f) the Sub-Lessee shall be renewed as necessary entitled to ensure procure that it is active the policies in respect of the insurances against fire and valid throughout usual marine risks and the Security Periodpolicies or entries in respect of the insurances against war risks shall, in each case, be endorsed to the effect that payment of any claim (including for a Total Loss) will be made to the Sub-Lessee (for application in accordance with Clause 13.10). f(g) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower Sub-Lessee shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims policies or entries in respect of protection and indemnity risks shall provide for moneys payable thereunder to be paid to the Vessel any premiums due person to whom was incurred the liability in respect of other vessels under such fleet which the relevant money was paid; (h) the Sub-Lessee shall (if the Standby Lessor so requests) procure that duplicates of all cover or any premiums due for other insurancesnotes, nor cancel this Insurance for reason policies and certificates of nonentry shall be furnished to the Standby Lessor of its approval and custody; (i) the Sub-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and Lessee shall undertake to issue a separate policy in respect of (if the Vessel if and when Standby Lessor so requested by the Agent. grequests) The Borrower shall procure that the Vessel always brokers and the war risk and protection and indemnity associations with which the Equipment is employed entered shall supply to the Standby Lessor such information in relation to the insurances effected. or to be effected, with them as the Standby Lessor may from time to time require; (j) the Sub-Lessee shall not do any act or permit of suffer any act to be done whereby any insurance required as aforesaid shall or may be suspended, impaired or become defective and (without prejudice to the generality of the foregoing) shall not use the Equipment or allow the Equipment to be used otherwise than in conformity with the terms of the instruments of Insurances insurances effected pursuant to this Clause 13 (including any warranties expressed or implied therein) without first obtaining the consent to such employment of the insurers and comply complying with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will 13.3 Unless otherwise agreed between the Standby Lessor and the Sub-Lessee, during the Non-Security Period the Equipment shall be kept insured in respect of fire and usual marine risks for not make any change to less than its market value. 13.4 Nothing in this Clause 13 shall prohibit either party from placing additional insurance on the Insurances described under paragraphs Equipment at its own expense and for its sole benefit provided however that: (a) and such insurance shall not exceed the amount permitted by warranties or other conditions contained in the insurance required by the preceding provisions of this Clause 13 without the consent of the insurers of such required insurance; and (b) above without the prior placing party shall upon request immediately furnish the other party with particulars of any additional insurance effected including copies of any cover notes or policies and of the written consent of the Agent (on behalf insurers of the Lendersrequired insurance in any case where such consent is necessary. 13.5 In the event of the FPSO or the Equipment becoming a wreck or obstruction to navigation the Sub-Lessee shall indemnify the Standby Lessor against any sums which the Standby Lessor shall become liable to pay, and shall pay, in respect of the removal or destruction of the wreck or obstruction under statutory powers. 13.6 In the event that at any time the Standby Lessor is not satisfied that the Equipment is being insured and kept insured by the Sub-Lessee in accordance with the requirements of this Clause 13 the Standby Lessor shall notify the Sub-Lessee whereupon the Sub-Lessee shall rectify the position within seven running days, failing which the Standby Lessor shall be at liberty to effect and thereafter to maintain such insurances on the Equipment of the Sub-Lessee's account. 13.7 If the Standby Lessor assigns its rights or any thereof as permitted by this Agreement, the Sub-Lessee will, upon request and subject to the agreement of the insurers, procure that the assignee shall be added as additional assured in any policy effected under this Clause 13, so as to enjoy the same rights and insurances enjoyed by the Standby Lessor under the insurance policy or policies and any amendments thereof. 13.8 The Sub-Lessee shall with due regard to the interest of the Standby Lessor in the Equipment be entitled to settle, compromise or (with the consent of the Standby Lessor in respect of any claim for Total Loss) abandon any claim under the insurances (save any placed by the Standby Lessor in accordance with Clause 13.4); and the Standby Lessor shall upon the request of the Sub-Lessee promptly execute such documents as may be required to enable the Sub-Lessee to abandon the Equipment to insurers and claim a constructive total loss. 13.9 Without prejudice to the generality of its obligations under Clauses 10.1 and 11, the Sub-Lessee shall throughout the Standby Sub-Lease Period be responsible for effecting all insured repairs and for settling all costs in connection with such repairs (including all insured charges, expenses and liabilities), reimbursement to be secured by the Sub-Lessee from the insurers or underwriters to the extent of coverage under the insurances provided for under this Clause 13. 13.10 All moneys payable by the insurers in respect of any Total Loss of or any damage to the Equipment shall (save for amounts payable under any additional insurances placed in accordance with Clause 13.4 which shall be paid to the placing party and retained for its sole benefit) be paid to the Sub-Lessee for application as follows: (a) if the Equipment becomes a Total Loss, the Sub-Lessee shall distribute insurance proceeds of such Total Loss between the Standby Lessor and the Sub-Lessee according to their respective interest. (b) the Sub-Lessee shall apply the proceeds of any claim for repairable damage to the Equipment in or towards settlement or reimbursement of the cost of effecting repair of the Equipment in accordance with the Sub-Lessee's repair and maintenance obligations under this Agreement. 13.11 Notwithstanding the provisions of Clauses 13.1 to 13.10, during the Security Period the Sub-Lessee shall comply with insurance covenants (including, but not limited to, the payment, receipt and application of insurance proceeds) contained in clause 10 of the General Assignment.

Insurances. a) The Borrower For all training periods on aircraft, the Buyer shall maintain or ensure that cause the Vessel is insured against such risksSeller, as defined in Clause 19.5 hereof, its Affiliates, its Suppliers and their respective insurers to be named as additional insureds under the Buyer's Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils, to the extent of the Buyer's undertaking set forth in Clause 19. 2.1. With respect to the Buyer's Hull All Risks and MachineryHull War Risks insurances and Allied Perils, Protection & Indemnity (including maximum cover for pollution liability the Buyer shall cause the insurers of the Buyer's hull insurance policies to waive all rights of subrogation against the Seller, as normally adopted defined in Clause 19.5 hereof, its Affiliates, its Suppliers and their respective insurers to the extent of the Buyer's undertaking set forth in Clause 19.2. 1. Any applicable deductible shall be borne by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal Buyer. With respect to the higher of above policies, the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower Buyer shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters furnish to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. dSeller, not less than seven (7) Not later than fourteen (14) working days prior to the expiry date start of any such training period, certificates of insurance, in English, evidencing the relevant limit of liability cover and period of insurance in a form acceptable to the Seller from the Buyer's insurance broker(s) certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer's policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph adays (but seven (7) have been renewed and taken out days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its Affiliates, its Suppliers and effect and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer's undertaking and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1 and to this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. a) 18.3.6.1 The Borrower shall in relation to the Property maintain or ensure procure that the Vessel there is insured maintained valid and effective Insurance against such risksrisks and at such levels in relation to the Property (and its assets thereon) as shall be required by the Agent (acting reasonably) including, including but not limited to, Hull public liability insurance, any risks and/or insurance required pursuant to and Machineryin accordance with any Occupational Lease or any Headlease, Protection & Indemnity this Agreement and the other Finance Documents, keeping or procuring that the Property is kept insured against the Insured Risks for the full reinstatement costs (including maximum five years' loss of rent cover for pollution liability or such greater period as normally adopted may be required by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss terms of Hire any Occupational Lease) (which must be index-linked and War Risk insurances (including acts of terrorism and piracyreviewed annually), in such amounts, on such terms and each case with such insurers, brokers and clubs reputable insurers as the Agent shall approve from time to timein writing. b18.3.6.2 The Borrower shall pay all premiums (or procure that they are so paid) and do all other things (or procure that they are done) necessary to keep in place the Insurances required to be taken out and maintained pursuant to Clause 18.3.6 and shall procure that all the insurance policies required to be taken out and maintained by it shall be in an amount and form (including, without limitation, containing a non-invalidation clause providing that no such policy shall be voidable as against the Security Agent notwithstanding that it may be avoided as against the Borrower) acceptable to the Security Agent and immediately notify the Security Agent's interest therein. 18.3.6.3 The value Borrower shall procure that (without prejudice to the foregoing) each such insurance policy contains terms to the effect that the insurers agree that the insurance policy shall not be invalidated so far as the Security Agent is concerned for failure to pay any premium due or for any other reason without the insurers first giving not less than thirty days' written notice to the Security Agent. Each policy shall contain a waiver of each any rights of subrogation of the Hull insurer as against the Borrower, any Security Provider, the Finance Parties, and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) any tenants of the Market Value Property. 18.3.6.4 Subject to Clause 18.3.6.5 below, the Borrower shall or shall procure that in the event of any such Insurance claim being made in relation to the Property (save in relation to loss of rent or third party liability insurance proceeds) the proceeds of any such claim are applied towards replacing, restoring or reinstating the Property. 18.3.6.5 At any time following the occurrence of an Event of Default which is continuing, or otherwise as the Agent may direct, the proceeds of any claims under the Insurances (other than any third party liability insurance) shall, at the option of the Vessel and Agent, but subject to the aggregate insurance value terms of the Vessel (except Protection & Indemnity)Occupational Leases and any Headlease, shall be at least equal to the higher applied forthwith in prepayment of the Market Value Loan (and one hundred any monies received in respect of loss of rent applied in accordance with Clauses 20.4 (Rent Account) and twenty per cent Clause 26.5 (120.00%) of the LoanPartial Payments)). c) 18.3.6.6 The Borrower shall procure that the Security Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances composite insured and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later (other than fourteen (14) days prior to the expiry date of the relevant Insurances, the Borrower shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph a) have been renewed and taken out in respect of the Vessel with third party liability insurance values as required by paragraph b), that such Insurances are in full force and effect and that the Agent (on behalf of the Finance Parties and the Swap Bank) have been noted insurance procured and maintained by the relevant insurers. esuperior landlord pursuant to a Headlease) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium first loss payee in respect of such insurance cover all Insurances and such cover that it shall be renewed as necessary not incur any liability for payment of premia. 18.3.6.7 The Borrower will use all reasonable endeavours to ensure that, with respect to any insurance required pursuant to any Headlease, the insurers (or the Borrower's brokers), will provide confirmation that it is active and valid throughout the Security Periodrelevant insurance policy complies with this Clause 18.3.6. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) 18.3.6.8 The Borrower shall procure that the Vessel always is employed Security Agent receives any information in conformity connection with the terms Insurances and copies of the instruments policies as the Agent may reasonably require and shall notify the Security Agent of renewals made and variations or cancellations of policies made or, to the knowledge of the Borrower, threatened or pending. The Borrower shall assist the Agent in making any request to inspect any Insurances (including any warranties expressed or implied therein) and effected under the Headlease. 18.3.6.9 If the Borrower fails to comply with any of the provisions of this Clause 18.3, the Agent may, at the expense of the Borrower, but shall not be obliged to, effect any insurance and generally do such requirements as to extra premium or otherwise things as the insurers Agent may prescribereasonably consider necessary or advisable to prevent or remedy any breach of this Clause 18.3 (including, without limitation, paying any premiums). h) 18.3.6.10 The Borrower will not make any change shall use all reasonable endeavours to ensure that the superior landlord shall comply with its obligations in relation to insurance in the Headlease. 18.3.6.11 The Borrower acknowledges that it has, pursuant to the Debenture, assigned by way of security and/or charged all its present and future right, title, benefit and interest in, to and under the Insurances described under paragraphs a) and b) above without the prior written consent in favour of the Security Agent. 18.3.6.12 Other than in respect of any insurer in respect of Insurance maintained by the superior landlord under the Headlease, the Borrower shall ensure that all insurance policies (whether primary or excess policies) required under this Clause 18.3.6 are placed with insurers that have a long term unsecured, unsubordinated and unguaranteed debt instrument rating of Baa 1 or better by Moody's or BBB+ or better by S&P/Fitch (or such other rating as the Agent may agree in writing) for the aggregate amount insured under such insurance policies (on behalf of the Lenders"Insurance Rating Requirements"). 18.3.6.13 The Borrower must promptly notify the Agent upon becoming aware that any insurer no longer meets the Insurance Ratings Requirements.

Insurances. a) 19.4.1 The Borrower Buyer and the Seller shall maintain or ensure that adequate insurance with respect to their respective undertakings pursuant to Clauses 19. and shall provide upon the Vessel is insured against request of the other party certificates of insurance in English attesting to such risks, including but not limited to, Hull and Machinery, Protection & Indemnity (including maximum cover for pollution liability as normally adopted by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy)insurance coverage, in such amounts, on such terms and with such insurers, brokers and clubs as a form acceptable to the Agent shall approve from time to timeother parties insurance brokers. b) The value 19.4.2 For all training periods on aircraft, the Buyer shall cause the Seller, its subsidiaries, the associated contractors and sub-contractors and the assignees of each of the Hull foregoing and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) their respective directors, officers, agents and employees and their respective insurers to be named as additional insureds under all liability policies of the Market Value Buyer to the extent of the Vessel and Buyer's undertaking set forth in Clause 19. 2.1. With respect to the aggregate insurance value of the Vessel (except Protection & Indemnity), Buyer's hull all risks 1. Any applicable deductible shall be at least equal borne by the Buyer. With respect to the higher of above policies, the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower Buyer shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters furnish to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. dSeller, not less than seven (7) Not later than fourteen (14) working days prior to the expiry date start of any such training period, certificates of insurance, in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller from the Buyer's insurance brokers certifying that such policies have been endorsed as follows: (i) The Buyer's policies shall be primary and non-contributory to any insurance maintained by the Seller. (ii) Such insurance shall not become ineffective, cancelled, or coverage decreased or materially changed except on seven (7) days' prior written notice thereof to the Seller; and (iii) Under any such cover, all rights of subrogation against the Seller, its subsidiaries, each of the relevant Insurancesassociated contractors and subcontractors, the Borrower shall procure assignees of each of the delivery foregoing and their respective directors, officers, agents and employees and their respective insurers, have been waived to the Agent of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph a) have been renewed and taken out in respect extent of the Vessel with insurance values as required by paragraph b), that such Insurances are in full force Buyer's undertaking and effect and that the Agent (on behalf of the Finance Parties and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1.and to this Clause 19.4.2. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. a) The Borrower shall maintain or ensure Seller represents that the Vessel is insured against such risks, including but not limited to, Hull and Machinery, Protection & Indemnity (including maximum cover for pollution liability as normally adopted by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal to the higher of the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Insurances, the Borrower shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom the Insurances policies referred to in paragraph a) have been renewed and taken out in respect of the Vessel with insurance values as required by paragraph b), that such Insurances are Exhibit 9.15 shall remain in full force and effect and that after the Agent Closing Date according to their expiration term as indicated therein. 9.16 Confidentiality - public announcement. (on behalf a) No announcement or disclosure to any entity other than the Parties concerning the sale of the Finance Parties Quota (or any ancillary matter) and this Agreement shall be made by either Party without the Swap Bankprior written approval of the other (such approval not to be unreasonably withheld or delayed). This Paragraph (a) have been noted by does not apply in the relevant insurerscircumstances described in Paragraph (b) below. e(b) The Agent (on behalf Either Party may, after consultation with the other Party, make an announcement concerning the purchase and sale of the LendersQuota and this Agreement if (but to no greater extent than): (i) mayrequired by law; and (ii) necessary or advisable pursuant to any securities exchange or regulatory or governmental body to which that Party is subject, wherever situated, whether or not the requirement has the force of law or in connection with Buyer’s status as a public company; in which cases the Party concerned shall take all such steps as may be reasonable and practicable in the circumstances to agree on the contents of such announcement with the other Party before making such announcement. Notwithstanding Paragraphs (a) and (b) above, the Buyer shall make such press release announcements or filings in connection with the Closing of the Transaction contemplated in this Agreement, which press release or filing shall include such disclosure as the Buyer’s counsel deems necessary or advisable in order to satisfy the Buyer’s securities law disclosure obligations. 42 (c) Each Party shall treat as Confidential Information all information received or obtained as a result of or in connection with the diligence, negotiations, signing and execution of this Agreement (including, without limitation, the execution of Section 9.10 below) which relates, among the others, to: (i) the content of this Agreement; (ii) the negotiations relating to this Agreement; and/or (iii) the other Party. Each Party shall not use such Confidential Information for any purpose other than those permitted by, or needed for the account execution of, this Agreement. For purposes of this Agreement, “Confidential Information” includes, without limitation, all information, notes, analyses, compilations, Excel spread sheets, data, reports, studies, interpretations or other documents furnished to a Party or such Party’s Representatives (as defined below) or prepared by a Party or such Party’s Representatives to the extent such materials reflect or are based upon, in whole or in part, the Confidential Information. For purposes of this Agreement the term “Representatives” shall include each Party and its Affiliates (as such term is defined in Rule 12b-2 of the BorrowerSecurities Exchange Act of 1934, take out a Mortgageeas amended), directors, officers, employees, attorneys, accountants, financial advisors and other professional representatives and shall also include any of such Party’s Interest Insurance sources of senior and/or subordinated debt financing. (d) Notwithstanding the other provisions of this Section 9.16, either Party may disclose Confidential Information: (i) to its employees, its Affiliates and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) any employees of its Affiliates who need to know such information if such persons are bound by confidentiality restrictions under the responsibility of the Loandisclosing Party; (ii) relevant to the Vesselits professional advisors, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims auditors assisting in respect of the Vessel any premiums due in respect of other vessels Transaction, if such professional advisors and auditors have agreed to appropriate confidentiality obligations under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect the responsibility of the Vessel disclosing Party; (iii) if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs aextent the information has already become public information through no fault or breach of any confidentiality obligation of that Party; and (iv) if and b) above without to the extent the other Party has given prior written consent to the disclosure. (e) In addition to any other confidentiality obligation pursuant to this Section 9.16, the Seller undertakes not to disclose to any third party any information, including Confidential Information, it may have on the Company and its business and not to use any such information for any purpose other than those permitted by, or needed for the execution of, this Agreement. Seller hereby acknowledge that Seller, its Affiliates and its Representatives are aware that the United States securities laws prohibit any person who has material, non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and you hereby acknowledge that Seller, its Affiliates and its Representatives are aware of the Agent (on behalf sanctions attaching to misuse or improper disclosure of any such material, non-public information relating to the Lenders)Company.

Insurances. aTo the extent of the Buyer's undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall: (i) The Borrower shall maintain or ensure that cause the Vessel is Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, to be named as additional insured against such risksunder the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance; and *** This information is subject to confidential treatment and has been omitted and filed separately with the Commission. CT0803291 Private & Confidential (ii) with respect to the Buyer's Hull All Risks and Hull War Risks insurances and Allied Perils, Hull cause the insurers of the Buyer's hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and Machinerysub-contractors, Protection & Indemnity (including maximum cover for pollution liability as normally adopted and their respective insurers. Any applicable deductible shall be borne by the industry for similar vesselsBuyer. With respect to the above policies, presently USD 1,000,000,000)the Buyer shall furnish to the Seller, Hull Interest and/or Freight Interestnot less than seven (7) Business Days prior to the start of any such training period, Loss certificates of Hire and War Risk insurances (including acts of terrorism and piracyinsurance from the Buyer's insurance broker(s), in such amountsEnglish, on such terms evidencing the limit of liability cover and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value period of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal in a form acceptable to the higher of Seller certifying that such policies have been endorsed as follows: (i) under the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer's policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph acalendar days (but seven (7) have been renewed and taken out calendar days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and effect sub-contractors, and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer's undertaking and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1 and to this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. aTo the extent of the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall: (i) The Borrower shall maintain or ensure that cause the Vessel is insured against such risksSeller and its directors, officers, agents, employees, Affiliates and sub-contractors to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well an additional coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance; and (ii) with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, Hull cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller and Machineryits directors, Protection & Indemnity (including maximum cover for pollution liability as normally adopted officers, agents, employees, Affiliates and sub-contractors. Any applicable deductible shall be borne by the industry for similar vesselsBuyer. With respect to the above policies, presently USD 1,000,000,000)the Buyer shall furnish to the Seller, Hull Interest and/or Freight Interestnot less than ***** prior to the start of any such training period, Loss certificates of Hire and War Risk insurances (including acts of terrorism and piracyinsurance from the Buyer’s insurance broker(s), in such amountsEnglish, on such terms evidencing the limit of liability cover and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value period of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal in a form acceptable to the higher of Seller certifying that such policies have been endorsed as follows: (i) under the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer’s policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph adays (but seven (7) have been renewed and taken out days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and effect sub-contractors, and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer’s undertaking and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1 and to this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. a) The Borrower For all training periods on aircraft, the Buyer shall maintain or ensure that cause the Vessel is insured against such risksSeller, as defined in Clause 19.5 hereof, its Affiliates, its Suppliers and their respective insurers to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils, to the extent of the Buyer’s undertaking set forth in Clause 19. 2.1. With respect to the Buyer’s Hull All Risks and MachineryHull War Risks insurances and Allied Perils, Protection & Indemnity (including maximum cover for pollution liability the Buyer shall cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, as normally adopted defined in Clause 19.5 hereof, its Affiliates, its Suppliers and their respective insurers to the extent of the Buyer’s undertaking set forth in Clause 19.2.1. Any applicable deductible shall be borne by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal Buyer. With respect to the higher of above policies, the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower Buyer shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters furnish to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. dSeller, not less than seven (7) Not later than fourteen (14) working days prior to the expiry date start of any such training period, certificates of insurance, in English, evidencing the relevant limit of liability cover and period of insurance in a form acceptable to the Seller from the Buyer’s insurance broker(s) certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer’s policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph adays (but seven (7) have been renewed and taken out days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its Affiliates, its Suppliers and effect and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer’s undertaking and the Swap Bank) have specifically referring to Clause 19.2.1 and to this Clause 19.4. A320 / A330 PA – TAM – 11/2006 “[* * *]” This information is subject to confidential treatment and has been noted by the relevant insurers. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance omitted and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity filed separately with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribecommission. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. aTo the extent of the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall: (i) The Borrower shall maintain or ensure that cause the Vessel is insured against such risksSeller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance; and (ii) with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, Hull cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and Machinerysub-contractors, Protection and their respective insurers. A320F NEO - CES 2013 Private & Indemnity (including maximum cover for pollution liability as normally adopted Confidential CT1302606 Any applicable deductible shall be borne by the industry for similar vesselsBuyer. With respect to the above policies, presently USD 1,000,000,000)the Buyer shall furnish to the Seller, Hull Interest and/or Freight Interestnot less than *** prior to the start of any such training period, Loss certificates of Hire and War Risk insurances (including acts of terrorism and piracyinsurance from the Buyer’s insurance broker(s), in such amountsEnglish, on such terms evidencing the limit of liability cover and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value period of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal in a form acceptable to the higher of Seller certifying that such policies have been endorsed as follows: (i) under the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer’s policies are primary and non-contributory to any insurance maintained by the delivery Seller; (ii) such insurance can only be cancelled or materially altered by the giving of not less than *** prior written notice thereof to the Agent Seller; and (iii) under any such cover, all rights of a certificate from subrogation against the insurance broker(s) through whom the Insurances referred to in paragraph a) Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been renewed and taken out in respect waived to the extent of the Vessel with insurance values as required by paragraph b), that such Insurances are in full force Buyer’s undertaking and effect specifically referring to Clause 19.2.1 and that the Agent (on behalf of the Finance Parties and the Swap Bank) have been noted by the relevant insurersto this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. aTo the extent of the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall: (i) The Borrower shall maintain or ensure that cause the Vessel is insured against such risksSeller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in respect of War and Allied Perils Third parties Legal Liabilities Insurance; and (ii) with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, Hull cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and Machinerysub-contractors, Protection & Indemnity (including maximum cover for pollution liability as normally adopted and their respective insurers. Any applicable deductible shall be borne by the industry for similar vesselsBuyer. With respect to the above policies, presently USD 1,000,000,000)the Buyer shall furnish to the Seller, Hull Interest and/or Freight Interest[***] to the start of any such training period, Loss certificates of Hire and War Risk insurances (including acts of terrorism and piracyinsurance from the Buyer’s insurance broker(s), in such amountsEnglish, on such terms evidencing the limit of liability cover and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value period of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal in a form acceptable to the higher of Seller certifying that such policies have been endorsed as follows: (i) under the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer’s policies are primary and non-contributory to any insurance maintained by the delivery Seller; (ii) such insurance can only be cancelled or materially altered by the giving of [***] prior written notice thereof to the Agent Seller; and CSN - A350XWB - Clause 19 Privileged and Confidential (iii) under any such cover, all rights of a certificate from subrogation against the insurance broker(s) through whom the Insurances referred to in paragraph a) Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, have been renewed and taken out in respect waived to the extent of the Vessel with insurance values as required by paragraph b), that such Insurances are in full force Buyer’s undertaking and effect specifically referring to Clause 19.2.1 and that the Agent (on behalf of the Finance Parties and the Swap Bank) have been noted by the relevant insurersto this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. a) The Borrower For all training periods on aircraft, the Buyer shall maintain or ensure that cause the Vessel is insured against such risksSeller, as defined in Clause 19.5 hereof, its Affiliates, its Suppliers and their respective insurers to be named as additional insureds under the Buyer's Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils, to the extent of the Buyer's undertaking set forth in Clause 19. 2.1. With respect to the Buyer's Hull All Risks and MachineryHull War Risks insurances and Allied Perils, Protection & Indemnity (including maximum cover for pollution liability the Buyer shall cause the insurers of the Buyer's hull insurance policies to waive ail rights of subrogation against the Seller, as normally adopted defined in Clause 19.5 hereof, its Affiliates, its Suppliers and their respective insurers to the extent of the Buyer's undertaking set forth in Clause 19.2. 1. Any applicable deductible shall be borne by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal Buyer. With respect to the higher of above policies, the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower Buyer shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters furnish to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. dSeller, not less than seven (7) Not later than fourteen (14) working days prior to the expiry date start of any such training period, certificates of insurance, in English, evidencing the relevant limit of liability cover and period of insurance in a form acceptable to the Seller from the Buyer's insurance broker(s) certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer's policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph adays (but seven (7) have been renewed and taken out days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its Affiliates, its Suppliers and effect and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer's undertaking and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1 and to this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. aTo the extent of the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall or shall cause its Operator to: (i) The Borrower shall maintain or ensure that cause the Vessel is insured against such risksSeller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance; and (ii) with respect to the Buyer’s or its Operator’s Hull All Risks and Hull War Risks insurances and Allied Perils, Hull cause the insurers of the Buyer’s or its Operator’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and Machinerysub-contractors, Protection & Indemnity (including maximum cover for pollution liability as normally adopted and their respective insurers. Execution Version Avolon – A330neo Purchase Agreement, ref CLC-CT1404183 Any applicable deductible shall be borne by the industry for similar vesselsBuyer or the Buyer shall cause its Operator to bear such deductible. With respect to the above policies, presently USD 1,000,000,000)the Buyer shall, Hull Interest and/or Freight Interestor shall cause its Operator to furnish to the Seller, Loss not less than seven (7) Business Days prior to the start of Hire and War Risk insurances (including acts any such training period, certificates of terrorism and piracyinsurance from the Buyer’s or its Operator’s insurance broker(s), in such amountsEnglish, on such terms evidencing the limit of liability cover and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value period of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal in a form acceptable to the higher of Seller certifying that such policies have been endorsed as follows: (i) under the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer’s or its Operator’s policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph adays (but seven (7) have been renewed and taken out days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and effect sub-contractors, and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer’s or its Operator’s undertaking and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1 and to this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. aTo the extent of the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall: (i) The Borrower cause the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies; and (ii) with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils (save to the extent such cover is provided by way of a Government indemnity) cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and sub-contractors, and their respective insurers. Any applicable deductible shall maintain or ensure that the Vessel is insured against such risks, including but not limited to, Hull and Machinery, Protection & Indemnity (including maximum cover for pollution liability as normally adopted be borne by the industry for similar vesselsBuyer. With respect to the above policies, presently USD 1,000,000,000)the Buyer shall furnish to the Seller, Hull Interest and/or Freight Interest[*****] prior to the start of any such training period, Loss certificates of Hire insurance and War Risk insurances (including acts broker’s letters of terrorism and piracyundertaking from the Buyer’s insurance broker(s), in such amountsEnglish, on such terms evidencing the limit of liability cover and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value period of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal in a form reasonably acceptable to the higher of Seller certifying that such policies have been endorsed as follows: (i) under the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer’s policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph a) have been renewed and taken out not [*****] may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and effect sub-contractors, and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer’s undertaking and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1 and to this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. aTo the extent of the Buyer’s or its Operator’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall, or cause its Operator to: (i) The Borrower shall maintain or ensure that cause the Vessel is insured against such risksSeller, its directors, officers, agents, employees, Affiliates and subcontractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance; and (ii) with respect to the Buyer’s or its Operator’s Hull All Risks and Hull War Risks insurances and Allied Perils, Hull cause the insurers of the Buyer’s or its Operator’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and Machinerysub-contractors, Protection & Indemnity (including maximum cover for pollution liability as normally adopted and their respective insurers. Any applicable deductible shall be borne by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal Buyer or its Operator. AVOLON A320 Purchase Agreement December 2010 With respect to the higher of above policies, the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower Buyer or its Operator shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters furnish to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. dSeller, not less than seven (7) Not later than fourteen (14) working days prior to the expiry date start of any such training period, certificates of insurance from the relevant Buyer’s or its Operator’s insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer’s or its Operator’s policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph adays (but seven (7) have been renewed and taken out days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and effect sub-contractors, and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer’s or its Operator’s undertaking and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1 and to this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. (a) The Borrower shall Each Obligor will, and will procure that each of its Subsidiaries (other than any Dormant Company) will, effect and thereafter maintain insurances in respect of all its material assets and business of an insurable nature with reputable insurers of good standing. Such insurances must: (i) provide cover against all risks which are normally insured against by other companies owning or ensure possessing similar assets or carrying on similar business; (ii) be in such amounts as would in the circumstances be prudent for such companies taking into account the size and nature of the business carried on, and the assets owned, by such companies and the jurisdictions in which such businesses are carried on and such assets located; (iii) in the case of the Group's property damage and business interruption insurance policies, be in the joint names of Octel Associates and/or the owner of the relevant assets and the Security Agent and: (1) provide that the Vessel is insured against such risksinsurance shall not be rendered void, including but not limited to, Hull and Machinery, Protection & Indemnity (including maximum cover for pollution liability as normally adopted voidable or unenforceable by reason of any non-disclosure by the industry Security Agent, that the insurer will give not less than 28 days written notice to the Security Agent of any intention to avoid such insurance and that the Security Agent shall not in any circumstances be liable for similar vessels, presently USD 1,000,000,000the relevant premium; and (2) contain a loss payee clause providing that all moneys payable in excess of $2,500,000 (or its equivalent in other currencies) shall be paid to (or to the order of) the Security Agent (for application in accordance with Clause 14.6 (Insurances) of the April 1998 Agreement), Hull Interest and/or Freight Interestwhich shall alone be entitled to give a good discharge therefor; and (iv) in the case of any other Material Insurance, Loss have the interest of Hire the Security Agent as mortgagee noted on the relevant policy on or before the date falling two months after the date of this Agreement. (b) Each Obligor will, and War Risk insurances will procure that each of its Subsidiaries (including acts other than any Dormant Company) will: (i) supply to the Facility Agent on reasonable notice copies of terrorism each Material Insurance required to be maintained in accordance with sub-clause 19.2.4(a)(1) and piracy)(2) above, in together with the current premium receipts relating thereto (or other evidence of the existence of each such amounts, on such terms policy and with such insurers, brokers and clubs the payment of related premiums as the Facility Agent shall approve (acting reasonably) may accept); (ii) promptly notify the Facility Agent in writing of any material change to its cover in respect of Material Insurances from time to time.; and b(iii) The value promptly notify the Facility Agent in writing of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal to the higher of the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Insurances, the Borrower shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph a) have been renewed and taken out in respect of the Vessel with insurance values as required by paragraph b), that such Insurances are in full force and effect and that the Agent (on behalf of the Finance Parties and the Swap Bank) have been noted by the relevant insurers. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If claim under any of the Insurances referred its insurance policies which is for, or is reasonably likely to result in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels claim under such fleet cover policy for, an amount in excess of $2,500,000 (or any premiums due for its equivalent in other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenderscurrencies).

Insurances. aTo the extent of the Buyer’s or its Operator´s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall, or cause its Operator to: (i) The Borrower shall maintain or ensure that cause the Vessel is insured against such risksSeller, its directors, officers, agents, employees, Affiliates and subcontractors, and their respective insurers, to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well as additional coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance; and (ii) with respect to the Buyer’s or its Operator´s Hull All Risks and Hull War Risks insurances and Allied Perils, Hull cause the insurers of the Buyer’s or its Operator´s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and Machinerysub-contractors, Protection & Indemnity (including maximum cover for pollution liability as normally adopted and their respective insurers. Any applicable deductible shall be borne by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal Buyer or its Operator. AVOLON A320 Purchase Agreement December 2010 With respect to the higher of above policies, the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower Buyer or its Operator shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters furnish to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. dSeller, not less than seven (7) Not later than fourteen (14) working days prior to the expiry date start of any such training period, certificates of insurance from the relevant Buyer’s or its Operator´s insurance broker(s), in English, evidencing the limit of liability cover and period of insurance in a form acceptable to the Seller certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer’s or its Operator´s policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph adays (but seven (7) have been renewed and taken out days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and effect sub-contractors, and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer’s or its Operator´s undertaking and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1 and to this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. aTo the extent of the Buyer’s undertaking set forth in Clause 19.2.1, for all training periods on aircraft, the Buyer shall: (i) The Borrower shall maintain or ensure that cause the Vessel is insured against such risksSeller, its directors, officers, agents, employees, Affiliates and sub-contractors to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils such insurance shall include the AVN 52E Extended Coverage Endorsement Aviation Liabilities as well an additional coverage in respect of War and Allied Perils Third Parties Legal Liabilities Insurance; and (ii) with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, Hull cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and Machinery, Protection & Indemnity (including maximum cover for pollution liability as normally adopted sub-contractors. Any applicable deductible shall be borne by the industry for similar vesselsBuyer. With respect to the above policies, presently USD 1,000,000,000)the Buyer shall furnish to the Seller, Hull Interest and/or Freight Interestnot less than seven (7) Working Days prior to the start of any such training period, Loss certificates of Hire and War Risk insurances (including acts of terrorism and piracyinsurance from the Buyer’s insurance broker(s), in such amountsEnglish, on such terms evidencing the limit of liability cover and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value period of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal in a form acceptable to the higher of Seller certifying that such policies have been endorsed as follows: (i) under the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer’s policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph adays (but seven (7) have been renewed and taken out days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its directors, officers, agents, employees, Affiliates and effect and that sub-contractors have been waived to the Agent (on behalf extent of the Finance Parties Buyer’s undertaking and the Swap Bank) have been noted by the relevant insurersspecifically referring to Clause 19.2.1 and to this Clause 19.4. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. a) The Borrower For all training periods on aircraft, the Buyer shall maintain or ensure that cause the Vessel is insured against such risksSeller, as defined in Clause 19.5 hereof, its Affiliates, its Suppliers and their respective insurers to be named as additional insureds under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including but not limited toWar Risks and Allied Perils, to the extent of the Buyer’s undertaking set forth in Clause 19. 2.1. With respect to the Buyer’s Hull All Risks and MachineryHull War Risks insurances and Allied Perils, Protection & Indemnity (including maximum cover for pollution liability the Buyer shall cause the insurers of the Buyer’s hull insurance policies to waive all rights of subrogation against the Seller, as normally adopted defined in Clause 19.5 hereof, its Affiliates, its Suppliers and their respective insurers to the extent of the Buyer’s undertaking set forth in Clause 19.2.1. Any applicable deductible shall be borne by the industry for similar vessels, presently USD 1,000,000,000), Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as the Agent shall approve from time to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal Buyer. With respect to the higher of above policies, the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower Buyer shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters furnish to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. dSeller, not less than seven (7) Not later than fourteen (14) working days prior to the expiry date start of any such training period, certificates of insurance, in English, evidencing the relevant limit of liability cover and period of insurance in a form acceptable to the Seller from the Buyer’s insurance broker(s) certifying that such policies have been endorsed as follows: (i) under the Comprehensive Aviation Legal Liability Insurances, the Borrower shall procure Buyer’s policies are primary and non-contributory to any insurance maintained by the delivery to Seller; (ii) such insurance can only be cancelled or materially altered by the Agent giving of a certificate from the insurance broker(snot less than thirty (30) through whom the Insurances referred to in paragraph adays (but seven (7) have been renewed and taken out days or such lesser period as may be customarily available in respect of War Risks and Allied Perils) prior written notice thereof to the Vessel with insurance values as required by paragraph b)Seller; and (iii) under any such cover, that such Insurances are in full force all rights of subrogation against the Seller, its Affiliates, its Suppliers and effect and that their respective insurers, have been waived to the Agent (on behalf extent of the Finance Parties Buyer’s undertaking and the Swap Bank) have specifically referring to Clause 19.2.1 and to this Clause 19.4. A350 XWB – TAM – 12/2007 “[***]” This information is subject to confidential treatment and has been noted by the relevant insurers. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance omitted and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent. g) The Borrower shall procure that the Vessel always is employed in conformity filed separately with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribecommission. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. (a) The Borrower Obligors shall during the Security Period maintain or ensure that each of the Vessel Rigs is insured against such risksrisks in terms of scope and to the extent as is usual for companies carrying on the same or substantially similar business, including but not limited to, including: (i) Hull and Machinery, ; (ii) Protection & Indemnity (on full conditions including maximum cover for oil pollution liability as normally adopted liability) subject to the common P&I rules for Mobile Offshore Units of a P&I Club, who is a member of the International Group of P&I Associations. The limit of cover should be minimum USD 200,000,000 for MODU’s if they are laid-up otherwise minimum USD 300,000,000. The combined single limit may be procured by a combination of P&I insurance and complimented by other facilities provided the cover is not inferior to the rules provided by the industry for similar vessels, presently USD 1,000,000,000), P&I Association; (iii) Hull Interest and/or Freight Interest, Loss of Hire and War Risk insurances Interest (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as dependent upon the Agent shall approve from time to time. b) The value of each level of the Hull and Machinery insurance policy); (iv) War Risk (including blocking and trapping, confiscation, piracy, hijacking, terrorism and War Risk P&I); and (v) Loss of Hire in case of contracts with a duration for more than 9 months (with cover as reasonably requested by the Vessel shall cover at least eighty per cent Agent), insurances, in such amounts and currencies (80.00%) on an agreed value basis), on such terms (always applying Norwegian law and including the terms of the Market Value Nordic Marine Insurance Plan of the Vessel and the aggregate insurance value of the Vessel 2013 (except Protection & Indemnity), shall be at least equal as amended from time to the higher of the Market Value and one hundred and twenty per cent (120.00%time) of the Loan. c) The Borrower shall procure that or such other terms as the Agent (on behalf of the Finance Parties acting reasonably) may approve in relation to losses payable thereunder)) and the Swap Bank) is noted with such first class insurers or P&I associations and placed through first class insurance brokers as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof shall reasonably approve as appropriate for an internationally reputable drilling company (such approval not to be unreasonably withheld), but so that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Insurances, the Borrower shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph a) have been renewed and taken out in respect of the Vessel with insurance values as required by paragraph b), that such Insurances are in full force and effect and that the Agent (on behalf of the Finance Parties and the Swap Bank) have been noted by the relevant insurers. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred and ten per cent (110.00%) of the Loan) relevant to the Vessel, and the Borrower shall reimburse to the Agent any and all sums paid as premium in respect of such insurance cover and such Protection & Indemnity cover shall be renewed as necessary taken out with a member of the International Group of P&I Clubs. The Borrowers shall seek the approval in writing of the Agent, acting on the instruction of all the Lenders, prior to ensure that it is active and valid throughout the Security Period. f) If placing any of the Insurances referred to in paragraph a) form part of a fleet cover, the Borrower shall procure that the insurers shall undertake to the Agent that they shall neither set-off against through any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agentcaptive vehicle. g) The Borrower shall procure that the Vessel always is employed in conformity with the terms of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).

Insurances. 6.1 The Owner further covenants with the Mortgagee and undertakes throughout the Security Period: (a) The Borrower shall maintain or ensure that Insured risks, amounts and terms: to insure and keep the Vessel is insured against such risks, including but not limited to, Hull at the expense of the Owner against: fire and Machinery, Protection & Indemnity usual marine risks (including maximum cover excess risks), war risks and protection and indemnity risks (without any exclusion for pollution liability any Environmental Incident) as normally adopted more specifically provided for in the Loan Agreement; and to indemnify the Mortgagee for any and all costs incurred by it (as conclusively certified by the industry for similar vessels, presently USD 1,000,000,000), Hull Mortgagee) in effecting and keeping effected (i) a Mortgagee’s Interest and/or Freight Interest, Loss of Hire and War Risk insurances (including acts of terrorism and piracy), in such amounts, on such terms and with such insurers, brokers and clubs as Insurance which the Agent shall approve Mortgagee may from time to time. b) The value of each of the Hull and Machinery insurance for the Vessel shall cover at least eighty per cent (80.00%) of the Market Value of the Vessel and the aggregate insurance value of the Vessel (except Protection & Indemnity), shall be at least equal to the higher of the Market Value and one hundred and twenty per cent (120.00%) of the Loan. c) The Borrower shall procure that the Agent (on behalf of the Finance Parties and the Swap Bank) is noted as first priority mortgagee in the insurance contracts, together with the confirmation from the underwriters to the Agent thereof that the notice of assignment with regards to the Insurances and the loss payable clauses are noted in the insurance contracts and that standard letters of undertaking are executed by the insurers. d) Not later than fourteen (14) days prior to the expiry date of the relevant Insurances, the Borrower shall procure the delivery to the Agent of a certificate from the insurance broker(s) through whom the Insurances referred to in paragraph a) have been renewed and taken out time effect in respect of the Vessel with insurance values upon such terms as required by paragraph b), that such Insurances are it shall deem desirable and in full force and effect and that the Agent (on behalf an amount of not less than 110% of the Finance Parties Loan and (ii) (if the Swap BankMortgage so requires) have been noted by the relevant insurers. e) The Agent (on behalf of the Lenders) may, for the account of the Borrower, take out a Mortgagee’s Interest Insurance and Mortgagee Interest Insurance Additional Perils (covering one hundred Pollution) insurance policy, which the Mortgagee may at any time effect on such terms, in an amount of not less than 110% of the Loan and ten per cent with such insurers as shall from time to time be determined by the Mortgagee and any other insurance cover which the Mortgagee may from time to time effect in respect of the Vessel and/or in respect of its interest or potential third party liability as mortgagee of the Vessel as it shall deem desirable having regard to any limitations in respect of amount or extent of cover which may from time to time be applicable to any of the insurances referred to in this Clause 6.1(a); (110.00%b) Approved brokers, insurers and associations: to effect the Insurances aforesaid (i) in Dollars, (ii) in the case of the insurances against fire and usual marine risks and war risks in amounts not less than such sum which is equal to the greater of (aa) the Vessel’s full market value (determined pursuant to Sub-Clause 8.5(b) of the Loan Agreement) and (bb) 125% of the Loan, (iii) relevant in the case of oil pollution liability risks currently included within the protection and indemnity risks in the maximum amount available in the International Group of Protection & Indemnity Clubs from time to time and without any exclusion of any Environmental Incident, (iv) and upon such terms as shall from time to time be approved in writing by the Mortgagee, (v) through such brokers (hereinafter, save as regards the brokers employed to effect the mortgagee’s interest insurance, called “the Approved Brokers”) and with such insurance companies and/or underwriters as shall from time to time be approved in writing by the Mortgagee, provided that the Insurance in respect of war risks and protection and indemnity risks may be effected by entry of the Vessel, on terms approved by the Mortgagee in writing, in such war risks and protection and indemnity associations as shall from time to time be approved in writing by the Borrower shall reimburse to Mortgagee and (vi) if so required by the Agent any Mortgagee (but without liability on the part of the Mortgagee for premiums or calls) naming the Mortgagee as co-assured; (c) Fleet liens, set-off and all sums paid as premium in respect of such insurance cover and such cover shall be renewed as necessary to ensure that it is active and valid throughout the Security Period. f) If cancellation: if any of the Insurances referred to in paragraph aClause 6.1(a) form part of a fleet cover, the Borrower shall to procure that the insurers approved brokers shall undertake to the Agent Mortgagee that they shall neither set-set off against any claims in respect of the Vessel any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this Insurance the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, insurances and shall undertake to issue a separate policy in respect of the Vessel if and when so requested by the Agent.Mortgagee; g(d) The Borrower shall Renewal: at least fourteen (14) days before the expiry of any of the policies or contracts for the said insurances to notify the Mortgagee in writing of the identity of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom the Owner proposes to renew the said insurances and at least ten (10) days before the relevant policies or contracts expire to renew all such insurances and upon the renewal of the said insurances to procure that the Vessel always approved brokers and/or the war risks and protection and indemnity associations, with which any such renewal is employed effected, shall promptly notify the Mortgagee in conformity with writing of the terms and conditions of the instruments of Insurances (including any warranties expressed or implied therein) and comply with such requirements as to extra premium or otherwise as the insurers may prescribe. h) The Borrower will not make any change to the Insurances described under paragraphs a) and b) above without the prior written consent of the Agent (on behalf of the Lenders).renewal;