Common use of Public Liability and Property Damage Insurance Clause in Contracts

Public Liability and Property Damage Insurance. LESSEE will carry and maintain in effect, at its own expense, with Approved Insurers, public liability insurance (including, without limitation, contractual liability, and passenger legal liability), and property damage insurance with respect to the Aircraft, in amounts per occurrence of not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection (A), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance market.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Engine and any airframe on which the Engine is installed (for purposes of this Section 12, any such airframe together with the Engine which is installed thereon shall be referred to as, the "Aircraft"), in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such type and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and similar type engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their respective permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured or additional insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured or additional insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insurepermitted assigns, regardless as to any insured or additional insured of any breach or violation by LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests) insured or additional insured of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled cancelled for any reason whatsoever, or is adversely changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and the Indemnitees, other Indemnitees or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance market.such

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such type and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their respective permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured or additional insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured or additional insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insurepermitted assigns, regardless as to any insured or additional insured of any breach or violation by LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests) insured or additional insured of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled cancelled for any reason whatsoever, or is adversely changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and the Indemnitees, other Indemnitees or if such insurance is allowed to lapse for nonpayment non-payment of premium, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee and the Indemnitees for other Indemnitees, and their respective permitted assigns, until thirty (30) days days, in each instance (seven (7) days in the case of any war risks and allied perils coverage or such lesser period of time which may be standard in as is the insurance industry and ten (10) days in the event of nonpayment of premiumstandard for war/allied perils coverage), in each instanceafter notice to Lessor, after receipt by each of the Indemnitees of written notice by Owner Participant and Indenture Trustee from such insurer or insurers sent to the Indemnitees insurers, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Aircraft is locatedlocated or operated, and (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees, the and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee, or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured, provided, that such policies shall not operate to increase the insurer's limit of liability. No Lessee shall cause its insurers to agree that the indemnity and hold harmless provisions of Section 13 are insured as a contractual assumption of liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in by Lessee's insurers, subject to the industry terms, coverage, conditions, limitations and such other deductibles only with the consent exclusions of the LESSORpolicy of insurance. Without limiting the foregoing, which consent the type and amount of the insurance carried by Lessee hereunder shall not be unreasonably withheld no less in amount and no less comprehensive or delayedfavorable to Lessor, which from time Owner Participant, Indenture Trustee and the other Indemnitees then that carried by Lessee with respect to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketother A320-231 aircraft or similar-size aircraft owned or leased by Lessee.

Public Liability and Property Damage Insurance. LESSEE will carry Subject to the rights of the Lessee under Section 9(d), the Lessee shall, without expense to the Lessor, maintain or cause to be maintained in effect at all times during the Term with independent insurers of internationally recognized reputation and maintain in effect, at its own expense, with Approved Insurers, responsibility public liability insurance (including, without limitation, contractual liabilityaircraft third party, and passenger legal liability), property damage, general third party legal liability and property damage insurance product liability coverage but excluding manufacturer's product liability coverage) with respect to the Aircraft, Aircraft in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE of (i) the amount which Lessee may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection fleet (A), and each and any policy obtained in substitution whether owned or replacement for any of such policies, (ileased) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect the Minimum Liability Amount; provided that an agreement of the interests Government for the benefit of the Indemnitees in Additional Insureds to insure against or indemnify for substantially the same risks to at least the same amount shall satisfy the requirements of this Section 9(a), PROVIDED that on or prior to the date of such policiesagreement, the Lessee shall provide an Officer's Certificate of the Lessee certifying that any such insurance or indemnity provides protection no less favorable than insurance coverage that would comply with this Section 9. Such insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than type usually carried by the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way Lessee with respect to the interests similar aircraft and engines, and covering risks of the Indemniteeskind customarily insured against by the Lessee. In addition, or if such insurance is allowed to lapse for nonpayment without limitation of premium, such cancellation, change or lapse shall not be effective as the requirements of the preceding sentence (and notwithstanding anything to the Indemnitees for thirty (30) days (seven (7) days contrary contained in the case of any preceding sentence), the Lessee shall in all events maintain in effect, at all times during the Term, war risks risk and allied perils coverage liability insurance in accordance with the London form AVN52C (as in effect on September 1, 2001) or such lesser time which may be standard in its equivalent form reasonably acceptable to Lessor (or an agreement of the insurance industry and ten (10) days in Government to insure against or indemnify for substantially the event of nonpayment of premiumsame risks), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent from time to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemniteestime, with respect to the Aircraft, (viI) shall provide in an amount not less than the greater of (x) the amount of war risk and allied perils coverage pursuant liability insurance from time to time applicable to similar aircraft owned or operated by the AVN52 extended coverage endorsement or its equivalentLessee and (y) $350,000,000 per occurrence, and (viiII) shall insure (maintained with independent insurers of internationally recognized reputation and responsibility. During any period that the Aircraft is grounded and not in operation, the Lessee may, so long as the Lessee takes reasonable measures to protect the extent Aircraft, modify the insurance required by this Section 9(a) to modify the amounts of public liability and property damage insurance, the scope of the risks covered by and the policies) the indemnity provisions type of Section 14. Each liability policy shall be primary without right of contribution from any other insurance, in all circumstances to conform to such insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the United States airlines industry and such other deductibles only for regional air carriers similarly situated with the consent Lessee in respect of similar aircraft which are grounded, not in operation, and stored or hangared, provided that in all instances, the LESSOR, which consent amounts of coverage and scope of risk covered and the type of insurance shall not be unreasonably withheld or delayed, which at a minimum no less favorable than the insurance as from time to time LESSEE can demonstrate are standard applicable to aircraft owned or leased by Lessee on the ground, not in comprehensive liability insurance andoperation, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketstored or hangared.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such type and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their respective permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured or -74- 76 additional insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured or additional insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insurepermitted assigns, regardless as to any insured or additional insured of any breach or violation by LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests) insured or additional insured of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled cancelled for any reason whatsoever, or is adversely changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and the Indemnitees, other Indemnitees or if such insurance is allowed to lapse for nonpayment non-payment of premium, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee and the Indemnitees for other Indemnitees, and their respective permitted assigns, until thirty (30) days days, in each instance (seven (7) days in the case of any war risks and allied perils coverage or such lesser period of time which may be standard in as is the insurance industry and ten (10) days in the event of nonpayment of premiumstandard for war/allied perils coverage), in each instanceafter notice to Lessor, after receipt by each of the Indemnitees of written notice by Owner Participant and Indenture Trustee from such insurer or insurers sent to the Indemnitees insurers, of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in or over which the Aircraft is locatedlocated or operated, and (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees, the and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee, or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured, provided, that such policies shall not operate to increase the insurer's limit of liability. No Lessee shall cause its insurers to agree that the indemnity and hold harmless provisions of Section 13 are insured as a contractual assumption of liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in by Lessee's insurers, subject to the industry terms, coverage, conditions, limitations and such other deductibles only with the consent exclusions of the LESSORpolicy of insurance. Without limiting the foregoing, which consent the type and amount of the insurance carried by Lessee hereunder shall not be unreasonably withheld no less in amount and no less comprehensive or delayedfavorable to Lessor, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andOwner Participant, in particular, public liability risks (including, inter alia, contractual liability Indenture Trustee and passenger liability coverage) for U.S. Air Carriers in the other Indemnitees then current United States insurance market.that

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such type and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their -71- 73 respective permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insurepermitted assigns, regardless as to any insured of any breach or violation by LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests) insured of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled cancelled for any reason whatsoever, or is adversely changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and the Indemnitees, other Indemnitees or if such insurance is allowed to lapse for nonpayment non-payment of premium, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee and the Indemnitees for other Indemnitees, and their respective permitted assigns, until thirty (30) days days, in each instance (seven (7) days or such lesser period of time as is customarily available at the time in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premiumcoverage), in each instanceafter notice to Lessor, after receipt by each of the Indemnitees of written notice by Owner Participant, Indenture Trustee from such insurer or insurers sent to the Indemnitees insurers, of such prospective cancellation, change or lapselapse provided, however, that if any such notice period is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (iv) shall include coverage for any country in or over which the Aircraft is locatedlocated or operated, and (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees, the and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee, or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and , provided, that such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance market.policies

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 3.6(a), the Company will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Lessee’s expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by the Company (or any Lessee) with respect to other aircraft owned or leased, and operated by the Company (or such Lessee) on the same routes, or if the Company (or any Lessee) shall at any time operate the Aircraft, the Airframe or any Engine in any war zone or area of recognized or threatened hostilities) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the per occurrence amount of public liability and property damage insurance from time to time on other similar applicable to aircraft in its fleet. LESSEE shall not discriminate against owned or operated by the Company of the same type as the Aircraft and (y) the amount set forth in providing such Section 8.19 of the Credit Agreement, and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by the Company of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee as additional insureds as their interests may appear be amended to name the Collateral Agent (but without imposing upon on any obligation imposed upon the insured, including, without limitation, the such party liability to pay any the premiums for such insurance) (and, if any such policiesLease shall be in effect, but the Indemnitees shall have Company in its capacity as lessor under the right to pay such premiums if it shall so elect)Lease) as an additional insured as its interest may appear, and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Collateral Agent (and, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Company (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Collateral Agent (and, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Company (or, if any Lease is then in effect, any Lessee), (iiiC) may provide for self-insurance to the extent permitted by Section 3.6(d) and (D) shall provide that, except to the extent not provided for by the Company’s war risk and hijacking insurance provider in the event that the Company maintains war risk and hijacking insurance required above, if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Collateral Agent (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Collateral Agent (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in coverage) after issuance to the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees Collateral Agent of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by the Collateral Agent or the Noteholders (or, if any IndemniteeLease shall be in effect, and the Company in its capacity as lessor under the Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured, and (3) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Collateral Agent or the Noteholders (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) to the extent of any moneys due to the Collateral Agent (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease). No liability policy shall permit any deductible To the extent that the Company maintains war risk and hijacking insurance and the Company’s war risk and hijacking insurance provider does not provide for the provision of direct notice to the Collateral Agent of cancellation, material change or self-insurance provision except for baggage as is customary lapse in the industry and insurance required hereunder, the Company hereby agrees that upon receipt of notice of any thereof from such other deductibles only with insurance provider it shall give the consent Collateral Agent immediate notice of the LESSOReach cancellation or lapse of, which consent shall not be unreasonably withheld or delayedmaterial change to, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketsuch insurance.

Public Liability and Property Damage Insurance. LESSEE will carry Subject to the rights of the Borrower under Section 3.4(f), the Borrower shall, without expense to the Lender, maintain or cause to be maintained in effect at all times during the Term with independent insurers of internationally recognized reputation and maintain in effect, at its own expense, with Approved Insurers, responsibility public liability insurance (including, without limitation, contractual liabilityaircraft third party, and passenger legal liability), property damage, general third party legal liability and property damage insurance product liability coverage but excluding manufacturer's product liability coverage) with respect to the Aircraft, Aircraft in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE of (i) the amount which The Borrower may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection fleet (A), and each and any policy obtained in substitution whether owned or replacement for any of such policies, (ileased) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect the 105% of the interests outstanding principal amount of the Indemnitees in Note; PROVIDED that an agreement of the Government for the benefit of the Lender to insure against or indemnify for substantially the same risks to at least the same amount shall satisfy the requirements of this Section 3.4(a), PROVIDED that on or prior to the date of such policiesagreement, the Borrower shall provide an Officer's Certificate of the Borrower certifying that any such insurance or indemnity provides protection no less favorable than insurance coverage that would comply with this Section 3.4. Such insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than type usually carried by the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way Borrower with respect to the interests similar aircraft and engines, and covering risks of the Indemniteeskind customarily insured against by the Borrower. In addition, or if such insurance is allowed to lapse for nonpayment without limitation of premium, such cancellation, change or lapse shall not be effective as the requirements of the preceding sentence (and notwithstanding anything to the Indemnitees for thirty (30) days (seven (7) days contrary contained in the case of any preceding sentence), the Borrower shall in all events maintain in effect, at all times during the Term, war risks risk and allied perils coverage liability insurance in accordance with the London form AVN52C (as in effect on September 1, 2001) or such lesser time which may be standard in its equivalent form reasonably acceptable to Lender (or an agreement of the insurance industry and ten (10) days in Government to insure against or indemnify for substantially the event of nonpayment of premiumsame risks), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent from time to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemniteestime, with respect to the AircraftAircraft , (viI) shall provide in an amount not less than the greater of (x) the amount of war risk and allied perils coverage pursuant liability insurance from time to time applicable to similar aircraft owned or operated by the AVN52 extended coverage endorsement or its equivalentBorrower and (y) $350,000,000 per occurrence, and (viiII) shall insure (maintained with independent insurers of internationally recognized reputation and responsibility. During any period that the Aircraft is grounded and not in operation, the Borrower may modify the insurance required by this Section 3.4(a) to modify the extent amounts of public liability and property damage insurance, the scope of the risks covered by and the policies) the indemnity provisions type of Section 14. Each liability policy shall be primary without right of contribution from any other insurance, in all circumstances to conform to such insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the United States airlines industry and such other deductibles only for regional air carriers similarly situated with the consent Borrower in respect of similar aircraft which are grounded, not in operation, and stored or hangared, except that in all instances, the LESSOR, which consent amounts of coverage and scope of risk covered and the type of insurance shall not be unreasonably withheld or delayed, which at a minimum no less favorable than the insurance as from time to time LESSEE can demonstrate are standard applicable to aircraft owned or leased by the Borrower on the ground, not in comprehensive liability insurance andoperation, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketstored or hangared.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, at its own expense, with Approved Insurers, public expense (i) comprehensive airline third party legal liability insurance or the equivalent (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, unless otherwise agreed by Lessor) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the AircraftEngine, in amounts per occurrence of an amount, with respect to third party legal liability insurance (including passenger legal liability) other than aircraft war risk and hijacking insurance, not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to engines owned or operated by Lessee of the same type as the Engine and (y) the Minimum Liability Amount, and with respect to aircraft war risk and hijacking insurance, in its fleet. LESSEE shall an amount not discriminate against less than $1,000,000,000 per occurrence and (ii) cargo liability insurance, in the Aircraft case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by Lessee of the same type as the Engine and (B) which is maintained in providing such insurance. Each and any policy effect with insurers of recognized responsibility reasonably acceptable to Lessor.] Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee as additional insureds as their interests may appear be amended to name Lessor (but without imposing upon any obligation imposed upon the insured, including, without limitation, the on Lessor liability to pay any the premiums for any such policiesinsurance) as an additional insured as its interest may appear, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Lessor in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, insure Lessor regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Lessee, and (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any change is made in such insurance which adversely affects the interest of Lessor, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non- payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Lessor for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10coverage) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees issuance to Lessor of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by any IndemniteeLessor, and (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particular, public respect of any liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in of Lessor or any other Additional Insured to the then current United States insurance marketextent of any moneys due to Lessor or such Additional Insured.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Engine and any airframe on which the Engine is installed (for purposes of this Section 12, any such airframe together with the Engine which is installed thereon shall be referred to as, the "Aircraft"), in amounts per occurrence of not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts higher amount, and of such types and terms, as LESSEE may carry from time are customarily carried by prudent Certificated Air Carriers, similarly situated to time on other Lessee, operating aircraft of similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurancesize and similar type engines and as hereinafter provided. Each and any policy of insurance carried in accordance with this Subsection (ASection 12(a), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee Lessor (in both its individual and trustee capacity), Owner Participant, Indenture Trustee (in both its individual and trustee capacity) and the other Indemnitees and their respective -64- 70 permitted assigns, as additional insureds as their interests may appear (but without imposing upon any such Person any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of Lessor, Owner Participant, Indenture Trustee and the other Indemnitees and their respective permitted assigns, in such policies, the insurance shall not be invalidated as to an insured or additional insured by any action act or inaction omission of the LESSEE Lessee or any other Person (insured or additional insured and shall insure Lessor, Owner Participant, Indenture Trustee and the other than the Indemnitees, each for Indemnitees and their respective interests), and shall insurepermitted assigns, regardless as to any insured or additional insured of any breach or violation by LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests) insured or additional insured of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled cancelled for any reason whatsoever, or is adversely changed in any adverse way with respect to the interests of Lessor, Owner Participant, Indenture Trustee and the Indemnitees, other Indemnitees or if such insurance is allowed to lapse for nonpayment non-payment of premium, such cancellation, change or lapse shall not be effective as to Lessor, Owner Participant, Indenture Trustee and the Indemnitees for other Indemnitees, and their respective permitted assigns, until thirty (30) days days, in each instance (seven (7) days in the case of any war risks and allied perils coverage or such lesser period of time which may be standard in as is the insurance industry and ten (10) days in the event of nonpayment of premiumstandard for war/allied perils coverage), in each instanceafter notice to Lessor, after receipt by each of the Indemnitees of written notice by Owner Participant and Indenture Trustee from such insurer or insurers sent to the Indemnitees insurers, of such prospective cancellation, change or lapselapse provided, however, that if any such notice period is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (iv) shall include coverage for any country in or over which the Aircraft Engine is located, located or operated and (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee and the other Indemnitees, the and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14Engine. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in the industry and , provided, that such other deductibles only with the consent of the LESSOR, which consent policies shall not be unreasonably withheld or delayed, which from time operate to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in increase the then current United States insurance market.insurer's limit of liability. Lessee shall

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own cost and expense, with Approved Insurers, comprehensive aircraft and general public liability insurance (including, without limitation, contractual liability, liability war risk and passenger legal liabilityliability products, completed operation liability covering maintenance of aircraft, but excluding manufacturer's product liability insurance), and property damage insurance with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragethree hundred fifty million dollars ($350,000,000), combined single limit, per occurrence or such greater amounts as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection (A)higher amount, and each and any policy obtained in substitution or replacement for any of such policiestype and terms, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insuredare customarily carried by prudent Certificated Air Carriers, includingsimilarly situated to Lessee, without limitationoperating aircraft of similar -76- 82 Participant, the liability to pay any premiums for any such policiesgeneral partners of Owner Participant, but Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender and the Indemnitees shall have the right to pay such premiums if it shall so elect)other Indemnitees, and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemniteestheir respective permitted assigns, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, the general partners of Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, the general partners of Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured, provided, that such policies shall not operate to increase the insurer's limit of liability. No Lessee shall cause its insurers to agree that the indemnity and hold harmless provisions of Section 13 are insured as a contractual assumption of liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in by Lessee's insurers, subject to the industry terms, coverage, conditions, limitations and such other deductibles only with the consent exclusions of the LESSORpolicy of insurance. Without limiting the foregoing, which consent the type and amount of the insurance carried by Lessee hereunder shall not be unreasonably withheld no less in amount and no less comprehensive or delayedfavorable to Lessor, which from time Owner Participant, the general partners of Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender and the other Indemnitees than that carried by Lessee with respect to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketother A320-231 aircraft or similar-size aircraft owned or leased by Lessee.

Public Liability and Property Damage Insurance. LESSEE will carry Sublessee shall at all times procure and maintain in effect, at its is own expense, with Approved Insurers, expense policies of public liability insurance (including, without limitationlimiting the generality of the foregoing, contractual liability, and passenger legal liability), liability insurance) and property damage insurance (exclusive of manufacturer's product liability insurance), including, without limiting the generality of the foregoing, aircraft liability, aircraft passenger liability, contractual liability and cargo and baggage liability and property damage liability, with respect to the Aircraft, Airframe and Engines (a) in amounts per occurrence of which are not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry from time public liability and property damage liability insurance applicable to time on other similar aircraft and engines which comprise Sublessee's fleet; (b) of the types usually carried by United States commercial air carriers and in its fleetno event less than the limit of liability set forth on Schedule 1 hereto and (c) which is maintained in effect with insurers of recognized responsibility and reasonably acceptable to Sublessor. LESSEE With respect to the insurance described in this clause, Sublessee may self-insure by way of deductible, franchise or similar provision in such insurance policies, the risk required to be insured against pursuant to the first sentence in this Section 8.1. The amount of such self-insurance shall not discriminate against the Aircraft in providing exceed $_______ for any one occurrence. All such insurance. Each and any policy policies of insurance carried in accordance with this Subsection Section 8.1 shall (A) name Head Lessor of the Airframe as owner of the Airframe and Sublessor and each Owner and Lender (if any) as additional named insureds (the "Additional Insureds"), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their respective interests may appear (but without imposing upon any such parties any obligation imposed upon the insured, including, without limitation, including the liability to pay any the premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests of the Indemnitees Sublessor and each Head Lessor, Owner and Lender (if any) in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), Sublessee and shall insure, insure the Additional Insureds as their interests may appear regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Sublessee, (iiiC) shall provide that if such insurance is canceled to be cancelled for any reason whatsoeverwhatever, or any material change is to be made in the coverage which materially adversely changed in any way with respect to affects the interests of the Indemnitees, Additional Insureds or if such insurance is may be allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees Additional Insureds for thirty (30) 30 days (seven (7) ten days in the case of cancellation for non-payment and seven days or such shorter period as may be generally available in case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10coverage) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent is given to the Indemnitees Additional Insureds from such insurers of such prospective cancellation, change or lapse, (ivD) shall include coverage for any country in which the Aircraft is locatedbe effective with respect to both domestic and international operation, (vE) shall provide that, as against that the Indemnitees, the insurer insurers shall waive any rights of set-offright to any setoff, recoupment or counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (viF) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) the liability of the insurer under such policy, shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in , (G) provide that the industry and such other deductibles only with the consent of the LESSOR, which consent Additional Insureds shall not be unreasonably withheld or delayedliable for any insurance premium, (H) be primary and without right of contribution from other insurance which from time may provide coverage to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks the Additional Insureds and (including, inter alia, contractual liability and passenger liability coverageI) for U.S. Air Carriers in expressly provide that the then current United States insurance marketinsurers shall waive any rights of subrogation against the Additional Insureds.

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 7.04(a), the Owner will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Lessee’s expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by the Owner (or, if a Lease is then in effect, if and to the extent maintained by Lessee) with respect to other aircraft owned or leased, and operated by the Owner (or such Lessee) on the same routes) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to aircraft owned or operated by the Owner (or, if a Lease is then in its fleet. LESSEE shall not discriminate against effect, by Lessee) of the same type as the Aircraft and (y) $200,000,000 per occurrence and (ii) cargo liability insurance, in providing such insurancethe case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by the Owner (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name the Indenture Trustee (but without imposing on any such parties liability to pay the premiums for such insurance) (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Indenture Trustee (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Owner (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Indenture Trustee (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Owner (or, if any Lease is then in effect, any Lessee), (iiiC) may provide for self-insurance to the extent permitted by Section 7.04(d) and (D) shall provide that, except to the extent not provided for by the FAA or other instrumentality of the government of the United States in the event that the Owner maintains war risk and hijacking insurance with the FAA or such instrumentality, if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Indenture Trustee (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Indenture Trustee (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may coverage) after issuance to the Indenture Trustee (or, if any Lease shall be standard in effect, the insurance industry and ten (10Owner in its capacity as lessor under the Lease) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by the Indenture Trustee (or, if any IndemniteeLease shall be in effect, and the Owner in its capacity as lessor under the Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured, and (3) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Indenture Trustee (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) to the extent of any moneys due to the Indenture Trustee (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease). No liability policy shall permit any deductible To the extent the Owner maintains war risk and hijacking insurance with the FAA or self-insurance other instrumentality of the government of the United States, and the FAA or such instrumentality does not provide for the provision except for baggage as is customary of direct notice to the Indenture Trustee of cancellation, material change or lapse in the industry and insurance required hereunder, the Owner hereby agrees that upon receipt of notice of any thereof from the FAA or such other deductibles only with instrumentality it shall give the consent Indenture Trustee immediate notice of the LESSOReach cancellation or lapse of, which consent shall not be unreasonably withheld or delayedmaterial change to, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketsuch insurance.

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 11(a), Lessee will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Sublessee's expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by Lessee (or, if a Sublease is then in effect, if and to the extent maintained by Sublessee) with respect to other aircraft owned or leased, and operated by Lessee (or such Sublessee) on the same routes) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time applicable to aircraft owned or operated by Lessee (or, if a Sublease is then in effect, by Sublessee) of the same type as the Aircraft and (y) such amount per occurrence as may have been agreed to on other similar aircraft in its fleet. LESSEE the Delivery Date by the Owner Participant (which shall not discriminate against be less than $150,000,000 per occurrence) and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by Lessee (or, if a Sublease is then in effect, by Sublessee) of the same type as the Aircraft and (B) which is maintained in providing such insuranceeffect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name Lessor, in its individual capacity and as owner trustee, the Indenture Trustee and the Owner Participant (but without imposing on any such parties liability to pay the premiums for such insurance) (and, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the respective interests of Lessor, the Indemnitees Indenture Trustee and the Owner Participant (and, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Lessee (or, if any Sublease is then in effect, any Sublessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure Lessor, the Indenture Trustee and the Owner Participant (and, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Lessee (or, if any Sublease is then in effect, any Sublessee), (iiiC) may provide for self-insurance to the extent permitted by Section 11(d) and (D) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of Lessor, the Indenture Trustee or the Owner Participant (or, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to Lessor, the Indemnitees Indenture Trustee or the Owner Participant (or, if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage coverage) after issuance to Lessor, the Indenture Trustee or such lesser time which may the Owner Participant (or, if any Sublease shall be standard in effect, Lessee in its capacity as sublessor under the insurance industry and ten (10) days in the event of nonpayment of premiumSublease), in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; PROVIDED, (iv) shall include coverage for HOWEVER, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by Lessor, the Indenture Trustee or the Owner Participant (or, if any IndemniteeSublease shall be in effect, and Lessee in its capacity as sublessor under the Sublease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particularrespect of any liability of Lessor or the Indenture Trustee or the Owner Participant (or, public liability risks if any Sublease shall be in effect, Lessee in its capacity as sublessor under the Sublease) to the extent of any moneys due to Lessor, the Indenture Trustee or the Owner Participant (includingor, inter aliaif any Sublease shall be in effect, contractual liability and passenger liability coverage) for U.S. Air Carriers Lessee in its capacity as sublessor under the then current United States insurance marketSublease).

Public Liability and Property Damage Insurance. LESSEE will carry and maintain in effectCarry or cause to be carried with insurers of recognized responsibility acceptable to the Lender (i) with respect to each Aircraft, at its own expense, with Approved Insurers, aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability), contractual liability and, to the extent war risk insurance is required by Section 6.6(b) hereof, war risk liability) insurance and property damage insurance with respect to the Aircraft(exclusive of manufacturer's product liability insurance) and (ii) cargo liability insurance, in amounts per occurrence each such case of not less than a type, covering the Minimum Liability Coverage, or such greater amounts as LESSEE may carry risks and in scope and amount consistent from time to time on other similar aircraft in its fleetwith prudent industry custom and practice. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy All policies of insurance carried in accordance with this Subsection (A), and each Section 6.6(a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name the Lender (and, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease) as additional insureds as their respective interests may appear (but without imposing upon any obligation imposed upon on the insured, including, without limitation, the Lender liability to pay any the premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so electinsurance), and (iiB) shall expressly provide that, that in respect of the interests of the Indemnitees Lender in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE Borrower (or, if any Aircraft Lease is then in effect, any lessee or any other Person (other than the Indemnitees, each for their respective interests), sublessee) and shall insureinsure the Lender (and, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Borrower (or, if any Aircraft Lease is then in effect, any lessee or sublessee), and (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance that adversely affects the interest of the Lender (or, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Lender (or, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10coverage) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees Lender (and, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease), respectively, of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be that is carried by the Lender (or, if any IndemniteeAircraft Lease shall be in effect, and the Borrower in its capacity as lessor under the Aircraft Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of (and shall waive any right of subrogation against) the Lender (or, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease) to the extent of any moneys due to the Lender (or, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease). (b) Insurance Against Loss or Damage to the Aircraft. Maintain or cause to be maintained in effect with insurers of recognized responsibility acceptable to the Lender, all risk aircraft hull insurance covering the Aircraft and all risk coverage of the related Aircraft Engines (including, without limitation, war risk and governmental confiscation and expropriation (other than by the government of registry of the Aircraft) and hijacking insurance, in respect of all Aircraft flown outside of the United States and Canada), which consent shall not be unreasonably withheld or delayed, which is of a type as from time to time LESSEE can demonstrate are standard is in comprehensive liability accordance with prudent industry custom and practice for an amount and in no event less than the fair market value thereof. Any policies of insurance carried in accordance with this paragraph (b) covering the Aircraft and any policies taken out in substitution or replacement for any such policies (i) shall name the Lender (and, if any Aircraft Lease shall be in particulareffect, public the Borrower in its capacity as lessor under the Aircraft Lease) as additional insureds, as their respective interests may appear (but without imposing on any such party liability risks to pay premiums with respect to such insurance), (includingii) shall provide that all proceeds shall be payable to the Lender (for application pursuant to paragraph (d) of this Section 6.6, inter alia(iv) shall provide that if the insurers cancel such insurance for any reason whatever, contractual liability or if any material change is made in the insurance that adversely affects the interest of the Lender (or if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease), such cancellation or change shall not be effective as to the Lender (or, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease) for thirty (30) days (seven days in the case of hull war risk and passenger liability allied perils coverage) after receipt by the Lender (and, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease), respectively, of written notice by such insurers of such cancellation or change, provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for U.S. Air Carriers as long a period of prior notice as shall then be reasonably obtainable, (v) shall provide that in respect of the respective interests of the Lender (and, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease) in such policies the insurance shall not be invalidated by any action or inaction of the Borrower (or, if a Aircraft Lease is then current United States in effect, any lessee or the Borrower) and shall insure the respective interests of the Lender (and, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease), as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by the Borrower (or, if a Aircraft Lease is then in effect, any lessee), (vi) shall be primary without any right of contribution from any other insurance market.that is carried by the Lender (or, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease), (vii) shall waive any right of subrogation of the insurers against the Lender (and, if any Aircraft Lease shall be in effect, the Borrower in its capacity as lessor under the Aircraft Lease), and (viii) the Borrower shall waive any right of the insurers to set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Borrower (or any lessee) to the extent of any moneys due to the Lender. In the case of a loss with respect to an engine (other than an Aircraft Engine) installed on the Airframe, the Borrower shall hold any payment to it of any insurance proceeds in respect of such loss for the account of the Borrower or any other third party that is entitled to receive such proceeds. In the case of any policy that contains an exclusion for war or allied perils risks, the Borrower will cause such policy, as well as each policy covering war or allied perils risks to have a "50-50" provisional settlement clause applicable to such policy, if commercially available. (c)

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 3.6(a), the Company will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Lessee's expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by the Company (or any Lessee) with respect to other aircraft owned or leased, and operated by the Company (or such Lessee) on the same routes) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to all the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragegreater of (x) with respect to each Aircraft of any type, or such greater amounts as LESSEE may carry the amount of public liability and property damage insurance from time to time applicable to aircraft owned or operated by the Company of the same type and (y) the amount of public liability and property damage maintained by the Company on other similar the Effective Date and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) with respect to Aircraft of any type, of the type and covering the same risks as from time to time applicable to aircraft in its fleet. LESSEE shall not discriminate against operated by the Company of the same type as the Aircraft and (B) which is maintained in providing such insuranceeffect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name the Secured Creditors (but without imposing on any such party liability to pay the premiums for such insurance) (and, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) as additional insureds as their interests interest may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Secured Creditors (and, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Company (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Secured Creditors (and, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Company (or, if any Lease is then in effect, any Lessee), (iiiC) may provide for self-insurance to the extent permitted by Section 3.6(d) and (D) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Secured Creditors (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Secured Creditors (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in coverage) after issuance to the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees Collateral Agent of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; PROVIDED, (iv) shall include coverage for HOWEVER, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by the Secured Creditors (or, if any IndemniteeLease shall be in effect, and the Company in its capacity as lessor under the Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particularrespect of any liability of the Secured Creditors (or, public liability risks if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) to the extent of any moneys due to the Secured Creditors (includingor, inter aliaif any Lease shall be in effect, contractual liability and passenger liability coverage) for U.S. Air Carriers the Company in its capacity as lessor under the then current United States insurance marketLease).

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 2.07(a), the Borrower will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, public or any Lessee’s expense (i) liability insurance (including, without limitation, contractual liability, and passenger legal liability), and third party legal liability including property damage insurance with respect but excluding manufacturers’ product liability and cargo liability, including if and to the Aircraftextent the same is maintained by the Borrower (or, if a Lease is then in amounts per occurrence of effect, if and to the extent maintained by Lessee) War and allied perils in an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the combined single limit from time to time on other similar applicable to aircraft owned or operated by the Borrower or any Subsidiary Guarantor (or, if a Lease is in its fleet. LESSEE shall not discriminate against effect, by the Lessee) and (y) a combined single limit of $150,000,000 of the type and covering the same risks as from time to time applicable to aircraft or engines owned or operated by the Borrower (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft and Engines and which is maintained in providing such insuranceeffect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate be endorsed to name the Collateral Agent and each Indemnitee Lender (but without imposing on any such parties liability to pay the premiums for such insurance) (and, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Collateral Agent and each Lender (and, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Borrower (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Collateral Agent (and, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Borrower (or, if any Lease is then in effect, any Lessee), (iiiC) shall provide that that, except to the extent not provided for by the Borrower’s war risk, hijacking and related perils insurance provider, if the Borrower maintains war risk, hijacking and related perils insurance, if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Collateral Agent or any Lender (or, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Collateral Agent or such Lender (or, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may coverage) after issuance to the Collateral Agent and each Lender (or, if any Lease shall be standard in effect, the insurance industry and ten (10) days Borrower in its capacity as lessor under the event of nonpayment of premiumLease), in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (ivD) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be is carried by the Collateral Agent or any IndemniteeLender (or, and if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease), (E) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured, and (F) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of the Collateral Agent or any Lender (or, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease) to the extent of any moneys due to the Collateral Agent or any Lender (or, if any Lease shall be in effect, the Borrower in its capacity as lessor under the Lease). No To the extent that the Borrower maintains war risk, hijacking and related perils liability policy shall permit any deductible insurance and the Borrower’s war risk, hijacking and related perils liability insurance provider does not provide for provision of direct notice to the Collateral Agent and each Lender of cancellation, material change or self-insurance provision except for baggage as is customary lapse in the industry insurance required hereunder, the Borrower hereby agrees that upon receipt of notice of any thereof from such insurance provider it shall give the Collateral Agent and each Lender immediate notice of each cancellation or lapse of, or material change to, such other deductibles only with the consent of the LESSOR, which consent shall not be unreasonably withheld or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketinsurance.

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 3.6(a), the Company will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Lessee's expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by the Company (or any Lessee) with respect to other aircraft owned or leased, and operated by the Company (or such Lessee) on the same routes) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to all the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coveragegreater of (x) with respect to each Aircraft of any type, or such greater amounts as LESSEE may carry the amount of public liability and property damage insurance from time to time applicable to aircraft owned or operated by the Company of the same type and (y) the amount of public liability and property damage maintained by the Company on other similar the Temporary Amendment Effective Date and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) with respect to Aircraft of any type, of the type and covering the same risks as from time to time applicable to aircraft in its fleet. LESSEE shall not discriminate against operated by the Company of the same type as the Aircraft and (B) which is maintained in providing such insuranceeffect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name the Secured Creditors (but without imposing on any such party liability to pay the premiums for such insurance) (and, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) as additional insureds as their interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Secured Creditors (and, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Company (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Secured Creditors (and, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Company (or, if any Lease is then in effect, any Lessee), (iiiC) may provide for self-insurance to the extent permitted by Section 3.6(d) and (D) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Secured Creditors (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Secured Creditors (or, if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in coverage) after issuance to the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees Collateral Agent of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; PROVIDED, (iv) shall include coverage for HOWEVER, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by the Secured Creditors (or, if any IndemniteeLease shall be in effect, and the Company in its capacity as lessor under the Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particularrespect of any liability of the Secured Creditors (or, public liability risks if any Lease shall be in effect, the Company in its capacity as lessor under the Lease) to the extent of any moneys due to the Secured Creditors (includingor, inter aliaif any Lease shall be in effect, contractual liability and passenger liability coverage) for U.S. Air Carriers the Company in its capacity as lessor under the then current United States insurance marketLease).

Public Liability and Property Damage Insurance. LESSEE Sublessee will carry and maintain in effect, at its own expense, with Approved Insurers, public expense (i) comprehensive airline third party legal liability insurance or the equivalent (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, unless otherwise agreed by Sublessor) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount, with respect to third party legal liability insurance (including passenger legal liability) other than aircraft war risk and hijacking insurance, not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to aircraft in its fleet. LESSEE shall not discriminate against owned or operated by Sublessee of the same type as the Aircraft and (y) the Minimum Liability Amount, and with respect to aircraft war risk and hijacking insurance, in providing such an amount not less than $*** per occurrence and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by Sublessee of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility reasonably acceptable to Sublessor. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name Sublessor, Head Lessor in its individual capacity and as owner trustee, and the Owner Participant (but without imposing on any such parties liability to pay the premiums for such insurance) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the respective interests of Sublessor, the Indemnitees Head Lessor and the Owner Participant in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Sublessee or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure each of Sublessor, Head Lessor and the Owner Participant regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Sublessee, and (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any change is made in such insurance which adversely affects the interest of Sublessor, Head Lessor or the Owner Participant, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to Sublessor, Head Lessor or the Indemnitees Owner Participant for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage coverage) after issuance to Sublessor, Head Lessor or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium)Owner Participant, in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by any IndemniteeSublessor, and Head Lessor or the Owner Participant, (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particularrespect of any liability of Sublessor, public liability risks (includingHead Lessor, inter aliain its individual capacity or as owner trustee or the Owner Participant to the extent of any moneys due to Sublessor, contractual liability and passenger liability coverage) for U.S. Air Carriers in Head Lessor or the then current United States insurance marketOwner Participant.

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, at its own expense, with Approved Insurers, expense public liability insurance (including, without limitation, contractual liability, passenger and passenger cargo legal liability), ) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to the Aircraft, Leased Property (i) in amounts per occurrence of which are not less than the Minimum Liability Coverage, or such greater higher of (x) $400,000,000 with respect to the 747 Aircraft and $250,000,000 with respect to the DC-9 Aircraft and (y) the amounts as LESSEE may carry from time of public liability and property damage insurance applicable to time on other similar aircraft and engines operated by major American international air carriers, (ii) of the type usually carried by corporations engaged in its fleetthe same or a similar business, similarly situated with Lessee, and owning or operating similar aircraft and engines and which covers risks of the kind customarily insured against by such corporations and (iii) which is maintained in effect with insurers of recognized responsibility reasonably satisfactory to Lessor and the Loan Participant. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained in policies taken out on substitution or replacement for any of such policies, policies (iA) shall designate be amended to name Lessor, individually and as Owner Trustee, as owner of the Aircraft and each Indemnitee Participant as additional named insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the respective interests of the Indemnitees Lessor and of each Participant in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Lessee or any other Person person (other than of Lessor and of such Participant, as the Indemnitees, each for their respective interests), case may be) and shall insure, insure Lessor regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration declarations or condition conditions contained in such policiespolicies by Lessee or any other person (other than by Lessor), (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance same is allowed to lapse for nonpayment of premiumpremium or such insurance coverage thereof changed in any materially adverse way to any named insured, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Lessor or any Participant for thirty (30) 30 days (seven (7and with respect to war risk insurance, such shorter period as shall be customary for major American international air carriers) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees Lessor of written notice by such insurer or insurers sent to the Indemnitees Lessor and each Participant of such prospective cancellation, change lapse or lapsechange, and (iv) shall include coverage for any country in which the Aircraft is located, (vD) shall provide that, as that there shall be no recourse against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim Lessor or any other deductionParticipant for the payment of premiums, whether by attachment commissions, club calls, assessments or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14advances. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by Lessor or any IndemniteeParticipant to the extent that such other insurance provides it with contingent and/or excess liability insurance with respect to their respective interests as such in the Leased Property, and (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured and (3) shall waive any rights to set-off, counterclaim or other deduction against each named insured. No liability policy Lessee shall permit any deductible or self-insurance provision except arrange for baggage appropriate certification as to the Leased Property as to the satisfaction of the requirements set forth above in this Section 11(a) to be made to Lessor and each Participant as soon as is customary practicable (and in any case by the industry Delivery Date) by each insurer with respect thereto; provided that all information contained therein shall be held confidential by Lessor and such other deductibles only with the consent of the LESSOR, which consent each Participant and shall not be unreasonably withheld furnished or delayeddisclosed by it to anyone (other than counsel and any other representatives) except as may be required by an order of any court or administrative agency or by any statute, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andrule, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketregulation or order of any governmental authority.

Public Liability and Property Damage Insurance. LESSEE will carry Sublessee shall at all times procure and maintain in effect, at its is own expense, with Approved Insurers, expense policies of public liability insurance (including, without limitationlimiting the generality of the foregoing, contractual liability, and passenger legal liability), liability insurance) and property damage insurance (exclusive of manufacturer's product liability insurance), including, without limiting the generality of the foregoing, aircraft liability, aircraft passenger liability, contractual liability and cargo and baggage liability and property damage liability, with respect to the Aircraft, Airframe and Engines (a) in amounts per occurrence of which are not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry from time public liability and property damage liability insurance applicable to time on other similar aircraft and engines which comprise Sublessee's fleet; (b) of the types usually carried by United States commercial air carriers and in its fleetno event less than the limit of liability set forth on Schedule 1 hereto and (c) which is maintained in effect with insurers of recognized responsibility and reasonably acceptable to Sublessor. LESSEE With respect to the insurance described in this clause, Sublessee may self-insure by way of deductible, franchise or similar provision in such insurance policies, the risk required to be insured against pursuant to the first sentence in this Section 8.1. The amount of such self-insurance shall not discriminate against the Aircraft in providing exceed $_________ for any one occurrence. All such insurance. Each and any policy policies of insurance carried in accordance with this Subsection Section 8.1 shall (A) name Head Lessor of the Airframe as owner of the Airframe and Sublessor and each Owner and Lender (if any) as additional named insureds (the "Additional Insureds"), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their respective interests may appear (but without imposing upon any such parties any obligation imposed upon the insured, including, without limitation, including the liability to pay any the premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests of the Indemnitees Sublessor and each Head Lessor, Owner and Lender (if any) in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), Sublessee and shall insure, insure the Additional Insureds as their interests may appear regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Sublessee, (iiiC) shall provide that if such insurance is canceled to be cancelled for any reason whatsoeverwhatever, or any material change is to be made in the coverage which materially adversely changed in any way with respect to affects the interests of the Indemnitees, Additional Insureds or if such insurance is may be allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees Additional Insureds for thirty (30) 30 days (seven (7) ten days in the case of cancellation for non-payment and seven days or such shorter period as may be generally available in case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10coverage) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent is given to the Indemnitees Additional Insureds from such insurers of such prospective cancellation, change or lapse, (ivD) shall include coverage for any country in which the Aircraft is locatedbe effective with respect to both domestic and international operation, (vE) shall provide that, as against that the Indemnitees, the insurer insurers shall waive any rights of set-offright to any setoff, recoupment or counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (viF) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any Indemnitee, and shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) the liability of the insurer under such policy, shall operate in the same manner as if there were a separate policy covering each insured. No liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in , (G) provide that the industry and such other deductibles only with the consent of the LESSOR, which consent Additional Insureds shall not be unreasonably withheld or delayedliable for any insurance premium, (H) be primary and without right of contribution from other insurance which from time may provide coverage to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks the Additional Insureds and (including, inter alia, contractual liability and passenger liability coverageI) for U.S. Air Carriers in expressly provide that the then current United States insurance marketinsurers shall waive any rights of subrogation against the Additional Insureds.

Public Liability and Property Damage Insurance. LESSEE The Lessee will carry and maintain in effect, or cause to be carried at its own expenseexpense with one or more insurers of recognized reputation and responsibility reasonably satisfactory to Lessor, with Approved Insurers, comprehensive general aircraft public liability insurance (including, without limitation, contractual liability, liability and passenger legal liability), ) insurance and property damage insurance with respect to the Aircraft(exclusive of manufacturer’s product liability insurance), in amounts an amount not less, per occurrence of not less combined single limit, than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (i) the maximum amount carried by the Lessee from time to time after the Delivery Date on other similar or smaller aircraft in its fleet, (ii) the amount evidenced by the certificates of insurance issued by the Lessee’s independent insurance broker delivered to the Lessor on the Delivery Date or (iii) $950,000,000. LESSEE Such insurance shall not discriminate be of the type and in amounts carried by the Lessee with respect to aircraft owned by it or leased to it under long-term leases and of the type usually carried in accordance with prudent industry practice for United States commercial air carriers similarly situated with the Lessee and owning or operating similar aircraft and engines and that covers risks of the kind customarily insured against the Aircraft in providing by such insurancecarriers. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policiespolicies (A) shall be amended to name the Additional Insureds, and their employees, officers and directors as additional insureds, (iB) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, that in respect of the respective interests of the Indemnitees Additional Insureds in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Lessee, any Person having possession of the Aircraft with permission of the Lessee or any other Person Additional Insured (other than the Indemnitees, each for their respective interests), Additional Insured claiming coverage) and shall insureinsure the Additional Insureds’ interests, as they appear, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Lessee, any such Person having possession or any other Additional Insured (other than the Additional Insured claiming coverage), (iiiC) shall provide that there shall be no recourse against any Additional Insured for the payment of premiums, commissions, club calls, assessments or advances and (D) shall provide that, if such insurance is canceled for any reason whatsoever, or is if any material change shall be made in such insurance that adversely changed in affects the interest of any way with respect to the interests of the Indemnitees, Additional Insured or if such insurance is shall be allowed to lapse for nonpayment of premium, such cancellation, change or lapse shall not be effective as to the Indemnitees for thirty (30) any Additional Insured until 30 days, or not less than 10 days (seven (7) days solely with respect to non-payment of premium in the case of any war risks and allied perils all-risk property engine spare coverage (or such lesser time which may be standard shorter period in the insurance industry and ten (10) days in the event case of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapse, (iv) shall include coverage for any country in which the Aircraft is located, (v) shall provide that, as against the Indemnitees, the insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement as shall be customary for insurance policies of major United States air carriers) after receipt by such Additional Insured of written notice by such insurers of such cancellation, change or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14lapse. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be that is carried by any IndemniteeAdditional Insured or any other Person to the extent that such other insurance provides it with continent and/or excess liability insurance with respect to its interest as such in the Aircraft, and (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy insured and Additional Insured, (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any setoff, which consent shall not be unreasonably withheld counterclaim or delayedother deduction, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andwhether by attachment or otherwise, in particular, public respect of any liability risks of any Additional Insured to the extent of any moneys due such Person and (including, inter alia, contractual liability 4) shall waive any rights of the insurers to subrogation against any Additional Insured. The Lessee shall arrange for appropriate certification as to the satisfaction of the requirements set forth above in this Section 11 (a) to be made to the Additional Insureds as soon as practicable (and passenger liability coveragein any case by the Delivery Date) for U.S. Air Carriers in the then current United States insurance marketby each insurer with respect thereto.

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 7.04(a), the Owner will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Lessee's expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by the Owner (or, if a Lease is then in effect, if and to the extent maintained by Lessee) with respect to other aircraft owned or leased, and operated by the Owner (or such Lessee) on the same routes) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to aircraft owned or operated by the Owner (or, if a Lease is then in its fleet. LESSEE shall not discriminate against effect, by Lessee) of the same type as the Aircraft and (y) $150,000,000 per occurrence and (ii) cargo liability insurance, in providing such insurancethe case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by the Owner (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee be amended to name the Indenture Trustee and the Policy Provider (but without imposing on any such parties liability to pay the premiums for such insurance) (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Indenture Trustee and the Policy Provider (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Owner (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Indenture Trustee and the Policy Provider (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Owner (or, if any Lease is then in effect, any Lessee), (iiiC) may provide for self-insurance to the extent permitted by Section 7.04(d) and (D) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Indenture Trustee or the Policy Provider (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Indenture Trustee or the Policy Provider (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage coverage) after issuance to the Indenture Trustee or such lesser time which may the Policy Provider (or, if any Lease shall be standard in effect, the insurance industry and ten (10) days Owner in its capacity as lessor under the event of nonpayment of premiumLease), in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by the Indenture Trustee or the Policy Provider (or, if any IndemniteeLease shall be in effect, and the Owner in its capacity as lessor under the Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particularrespect of any liability of the Indenture Trustee or the Policy Provider (or, public liability risks if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) to the extent of any moneys due to the Indenture Trustee or the Policy Provider (includingor, inter aliaif any Lease shall be in effect, contractual liability and passenger liability coverage) for U.S. Air Carriers the Owner in its capacity as lessor under the then current United States insurance marketLease).

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, or cause to be carried and maintained in effect, at its own expense- 73 - 75 such notice period is not reasonably obtainable, with Approved Insurers, public liability insurance (including, without limitation, contractual liability, and passenger legal liability), and property damage insurance with respect to the Aircraft, in amounts per occurrence of not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry from time to time on other similar aircraft in its fleet. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy of insurance carried in accordance with this Subsection (A), and each and any policy obtained in substitution or replacement for any of such policies, (i) shall designate each Indemnitee as additional insureds as their interests may appear (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (ii) shall expressly provide that, in respect of the interests of the Indemnitees in such policies, the insurance shall not be invalidated by any action or inaction of the LESSEE or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policies, (iii) policies shall provide that if such insurance is canceled for any reason whatsoever, or is adversely changed in any way with respect to the interests as long a period of the Indemnitees, or if such insurance is allowed to lapse for nonpayment of premium, such cancellation, change or lapse prior notice as shall not then be effective as to the Indemnitees for thirty (30) days (seven (7) days in the case of any war risks and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change or lapsereasonably obtainable, (iv) shall include coverage for any country in or over which the Aircraft is locatedlocated or operated, and (v) shall provide that, as against Lessor, Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender and the other Indemnitees, the and their respective permitted assigns, each insurer shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to be subrogated to any right of any insured against Lessor, Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender or the other Indemnitees, or their respective permitted assigns, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14. Each liability policy shall be primary without right of contribution from any other insurance which may be carried by any IndemniteeLessor, Owner Participant, Indenture Trustee, Foreign Lessor, Foreign Lessee, Foreign Lender or the other Indemnitees, or their respective permitted assigns, and shall expressly provide that all of the provisions thereof (except the limits of liability) shall operate in the same manner as if there were a separate policy covering each insured, provided, that such policies shall not operate to increase the insurer's limit of liability. No Lessee shall cause its insurers to agree that the indemnity and hold harmless provisions of Section 13 are insured as a contractual assumption of liability policy shall permit any deductible or self-insurance provision except for baggage as is customary in by Lessee's insurers, subject to the industry terms, coverage, conditions, limitations and such other deductibles only with the consent exclusions of the LESSORpolicy of insurance. Without limiting the foregoing, which consent the type and amount of the insurance carried by Lessee hereunder shall not be unreasonably withheld no less in amount and no less comprehensive or delayedfavorable to Lessor, which from time Owner Participant, Indenture Trustee and the other Indemnitees then that carried by Lessee with respect to time LESSEE can demonstrate are standard in comprehensive liability insurance and, in particular, public liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in the then current United States insurance marketother A320-231 aircraft or similar-size aircraft owned or leased by Lessee.

Public Liability and Property Damage Insurance. LESSEE (I) Except as provided in clause (II) of this Section 7.04(a), the Owner will carry and maintain in effect, or cause to be carried at its own expense, with Approved Insurers, or any Lessee's expense (i) aircraft public liability insurance (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, if and to the extent the same is maintained by the Owner (or, if a Lease is then in effect, if and to the extent maintained by Lessee) with respect to other aircraft owned or leased, and operated by the Owner (or such Lessee) on the same routes) insurance and property damage insurance (exclusive of manufacturer's product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to aircraft owned or operated by the Owner (or, if a Lease is then in its fleet. LESSEE shall not discriminate against effect, by Lessee) of the same type as the Aircraft and (y) $400,000,000 per occurrence and (ii) cargo liability insurance, in providing such insurancethe case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by the Owner (or, if a Lease is then in effect, by Lessee) of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee as additional insureds as their interests may appear be amended to name the Indenture Trustee (but without imposing upon any obligation imposed upon the insured, including, without limitation, the on such party liability to pay any the premiums for such insurance) (and, if any such policiesLease shall be in effect, but the Indemnitees shall have Owner in its capacity as lessor under the right to pay such premiums if it shall so elect)Lease) as an additional insured as its interest may appear, and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Indenture Trustee (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Owner (or, if any Lease is then in effect, any Lessee) or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure the Indenture Trustee (and, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by the Owner (or, if any Lease is then in effect, any Lessee), (iiiC) may provide for self-insurance to the extent permitted by Section 7.04(d) and (D) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any material change is made in such insurance which adversely affects the interest of the Indenture Trustee (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease), or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Indenture Trustee (or, if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may coverage) after issuance to the Indenture Trustee (or, if any Lease shall be standard in effect, the insurance industry and ten (10Owner in its capacity as lessor under the Lease) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by the Indenture Trustee (or, if any IndemniteeLease shall be in effect, and the Owner in its capacity as lessor under the Lease), (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particularrespect of any liability of the Indenture Trustee (or, public liability risks if any Lease shall be in effect, the Owner in its capacity as lessor under the Lease) to the extent of any moneys due to the Indenture Trustee (includingor, inter aliaif any Lease shall be in effect, contractual liability and passenger liability coverage) for U.S. Air Carriers the Owner in its capacity as lessor under the then current United States insurance marketLease).

Public Liability and Property Damage Insurance. LESSEE Lessee will carry and maintain in effect, at its own expense, with Approved Insurers, public expense (i) comprehensive airline third party legal liability insurance or the equivalent (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, unless otherwise agreed by Lessor) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the AircraftEngine, in amounts per occurrence of an amount, with respect to third party legal liability insurance (including passenger legal liability) other than aircraft war risk and hijacking insurance, not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to engines owned or operated by Lessee of the same type as the Engine and (y) the Minimum Liability Amount, and with respect to aircraft war risk and hijacking insurance, in its fleetan amount not less than $*** per occurrence and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by Lessee of the same type as the Engine and (B) which is maintained in effect with insurers of recognized responsibility reasonably acceptable to Lessor. LESSEE shall not discriminate against the Aircraft in providing such insurance. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate each Indemnitee as additional insureds as their interests may appear be amended to name Lessor (but without imposing upon any obligation imposed upon the insured, including, without limitation, the on Lessor liability to pay any the premiums for any such policiesinsurance) as an additional insured as its interest may appear, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the interests interest of the Indemnitees Lessor in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Lessee or any other Person (other than the Indemnitees, each for their respective interests), and shall insure, insure Lessor regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Lessee, and (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any change is made in such insurance which adversely affects the interest of Lessor, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to the Indemnitees Lessor for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage or such lesser time which may be standard in the insurance industry and ten (10coverage) days in the event of nonpayment of premium), in each instance, after receipt by each of the Indemnitees issuance to Lessor of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by any IndemniteeLessor, and (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particular, public respect of any liability risks (including, inter alia, contractual liability and passenger liability coverage) for U.S. Air Carriers in of Lessor or any other Additional Insured to the then current United States insurance marketextent of any moneys due to Lessor or such Additional Insured.

Public Liability and Property Damage Insurance. LESSEE Sublessee will carry and maintain in effect, at its own expense, with Approved Insurers, public expense (i) comprehensive airline third party legal liability insurance or the equivalent (including, without limitation, contractual liability, and passenger legal liability)) (and including aircraft war risk and hijacking insurance, unless otherwise agreed by Sublessor) insurance and property damage insurance (exclusive of manufacturer’s product liability insurance) with respect to the Aircraft, in amounts per occurrence of an amount, with respect to third party legal liability insurance (including passenger legal liability) other than aircraft war risk and hijacking insurance, not less than the Minimum Liability Coverage, or such greater amounts as LESSEE may carry of (x) the amount of public liability and property damage insurance from time to time on other similar applicable to aircraft in its fleet. LESSEE shall not discriminate against owned or operated by Sublessee of the same type as the Aircraft and (y) the Minimum Liability Amount, and with respect to aircraft war risk and hijacking insurance, in providing such an amount not less than $1,000,000,000 per occurrence and (ii) cargo liability insurance, in the case of both clause (i) and clause (ii), (A) of the type and covering the same risks as from time to time applicable to aircraft operated by Sublessee of the same type as the Aircraft and (B) which is maintained in effect with insurers of recognized responsibility reasonably acceptable to Sublessor. Each and any policy Any policies of insurance carried in accordance with this Subsection paragraph (A), and each a) and any policy obtained policies taken out in substitution or replacement for any of such policies, policies (iA) shall designate be amended to name Sublessor, Head Lessor in its individual capacity and as owner trustee, each Indemnitee Additional Insured and the Owner Participant (but without imposing on any such parties liability to pay the premiums for such insurance) as additional insureds as their respective interests may appear appear, (but without imposing upon any obligation imposed upon the insured, including, without limitation, the liability to pay any premiums for any such policies, but the Indemnitees shall have the right to pay such premiums if it shall so elect), and (iiB) shall expressly provide that, that in respect of the respective interests of Sublessor, the Indemnitees Head Lessor, the Additional Insureds and the Owner Participant in such policies, policies the insurance shall not be invalidated by any action or inaction of the LESSEE Sublessee or any other Person (other than the Indemnitees, each for their respective interests), and shall insureinsure each of Sublessor, Head Lessor, the Additional Insureds and the Owner Participant regardless of any breach or violation by LESSEE or any other Person (other than the Indemnitees, each for their respective interests) of any warranty, declaration or condition contained in such policiespolicies by Sublessee, and (iiiC) shall provide that if the insurers cancel such insurance is canceled for any reason whatsoeverwhatever or if any change is made in such insurance which adversely affects the interest of Sublessor, Head Lessor, the Indenture Trustee or the Owner Participant, or is adversely changed in any way with respect to the interests of the Indemnitees, or if such insurance is allowed to shall lapse for nonpayment non-payment of premium, such cancellation, lapse or change or lapse shall not be effective as to Sublessor, Head Lessor or the Indemnitees Owner Participant for thirty (30) days (seven (7) days in the case of any war risks risk and allied perils coverage coverage) after issuance to Sublessor, Head Lessor, the Indenture Trustee or such lesser time which may be standard in the insurance industry and ten (10) days in the event of nonpayment of premium)Owner Participant, in each instancerespectively, after receipt by each of the Indemnitees of written notice by such insurer or insurers sent to the Indemnitees of such prospective cancellation, change lapse or lapsechange; provided, (iv) shall include coverage for however, that if any country in which the Aircraft notice period specified above is locatednot reasonably obtainable, (v) such policies shall provide that, for as against the Indemnitees, the insurer long a period of prior notice as shall waive any rights of set-off, counterclaim or any other deduction, whether by attachment or otherwise, and waives any rights it may have to then be subrogated to any right of any insured against the Indemnitees, with respect to the Aircraft, (vi) shall provide war risk and allied perils coverage pursuant to the AVN52 extended coverage endorsement or its equivalent, and (vii) shall insure (to the extent of the risks covered by the policies) the indemnity provisions of Section 14reasonably obtainable. Each liability policy (1) shall be primary without right of contribution from any other insurance which may be is carried by Sublessor, Head Lessor, any IndemniteeAdditional Insured or the Owner Participant, and (2) shall expressly provide that all of the provisions thereof (thereof, except the limits of liability) , shall operate in the same manner as if there were a separate policy covering each insured. No liability policy , and (3) shall permit waive any deductible or self-insurance provision except for baggage as is customary in the industry and such other deductibles only with the consent right of the LESSORinsurers to any set-off or counterclaim or any other deduction, which consent shall not be unreasonably withheld whether by attachment or delayed, which from time to time LESSEE can demonstrate are standard in comprehensive liability insurance andotherwise, in particularrespect of any liability of Sublessor, public liability risks (includingHead Lessor, inter aliain its individual capacity or as owner trustee, contractual liability and passenger liability coverage) for U.S. Air Carriers in any Additional Insured or the then current United States insurance marketOwner Participant to the extent of any moneys due to Sublessor, Head Lessor, any Additional Insured or the Owner Participant.