Reinsurances. If reinsurance is required for the insurances to be acceptable under this Lease, including without limitation, the requirements of this Section 5, such reinsurance will: (a) be on the same terms as the original insurances and will include the provisions of this Section 5; (b) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause in the following form (or otherwise satisfactory to Lessor in its sole discretion): “The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of an Event of Loss or other claim where as provided by the Aircraft Lease Agreement (S/N 2282) dated effective August 9, 2024 and made between Lessor and Lessee such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewith.”
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Reinsurances. If reinsurance (a) To the extent required by BVI law, but not otherwise, the Company shall insure the Insurances with a BVI insurer which:
(i) is required authorised from time to time under BVI law to underwrite such risks; and
(ii) is approved for the insurances purpose by the Facility Agent provided that, and for so long as, the following provisions of this clause 3.4 are fully complied with.
(b) In respect of any Material Insurances underwritten by BVI insurers as provided in clause 3.4(a) (Direct Insurances) the Company shall, unless such BVI insurer is an Acceptable Insurance Provider, procure that one or more project specific contracts of reinsurance of those Direct Insurances (Reinsurances) is purchased and maintained in full force and effect throughout the period that the Material Insurances are required by this Schedule 7 to be acceptable under this Leasemaintained. The Reinsurances shall reinsure not less than 95 per cent. of each risk insured on an “as original” and fully back-to-back basis, including without limitationshall contain provisions or an endorsement in the form set out in Part 2 of Exhibit A (INSURANCE POLICY ENDORSEMENTS), shall be in a form and in terms at all times previously approved in writing by the Facility Agent, and shall comply with all requirements of this Section 5Schedule 7 regarding Material Insurances (other than clause 3.1(a)(iii) (General Requirements)).
(c) The Company shall procure that the Reinsurance Assignment is entered into by each local insurer of any risk referred to in clause 3.4(b) (Reinsurances) and by the Company with the Security Trustee and that under the Reinsurance Assignment each local insurer will assign all its rights, such reinsurance will: (a) benefits and interests in the Reinsurances as specified in the Reinsurance Assignment. The Company shall procure that notice of assignment in the form specified in the Reinsurance Assignment shall be given promptly to every reinsurer of the Reinsurances, and shall undertake all reasonable efforts to ensure that it is acknowledged by those reinsurers as specified therein and by way of endorsement of the notice on the same terms appropriate policy or policies of Reinsurance. The Reinsurance Assignment and acknowledgements shall each be in such form as the original insurances Security Trustee may reasonably require.
(d) The Company shall assign in favour of the Finance Parties the Company’s rights, title and will include the provisions of this Section 5; (b) provide that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the reinsured that the reinsurers’ liability will be to make such payments as would have fallen due under the relevant policy of reinsurance if the reinsured had (immediately before such bankruptcy, insolvency, liquidation, dissolution or similar proceedings) discharged its obligations in full under the original insurance policies in respect of which the then relevant policy of reinsurance has been effected; and (iii) contain a “cut-through” clause interest in the following Reinsurance Assignment in such form (as the Security Trustee may require. The Company will take all action within its power to preserve and enforce or otherwise satisfactory require the insurers to Lessor preserve and enforce the benefit of, and their rights under, the Reinsurance Assignment. The Company shall procure that notice of assignment in its sole discretion): “The Reinsurers such form as the Security Trustee may require shall be given promptly to every reinsurer of the Reinsurances, and the Reinsured hereby mutually agree that acknowledged by those reinsurers as specified in the event Insurance and by way of any claim arising under endorsement of the reinsurances in respect notice on the appropriate policy or policies of an Event of Loss or other claim where as provided by the Aircraft Lease Agreement (S/N 2282) dated effective August 9, 2024 and made between Lessor and Lessee such claim is to be paid to the Person named as sole loss payee under the primary insurances, the Reinsurers will in lieu of payment to the Reinsured, its successors in interest and assigns pay to the Person named as sole loss payee under the primary insurances effected by the Reinsured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the Reinsured (subject to proof of loss), it being understood and agreed that any such payment by the Reinsurers will (to the extent of such payment) fully discharge and release the Reinsurers from any and all further liability in connection therewithReinsurance.”
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