Common use of Reinsurance Clause in Contracts

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Lease Agreement [GPA 1991 AWA-E3] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (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."

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Aircraft Lease Agreement [GPA 1991 AWA-E31989 BN-12] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (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."

Reinsurance. Lessee (or or, if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance will (i) is be on the same terms as the original insurance and includes will include the provisions required by this Agreement; , (ii) -72- 73 provides provide in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains contain a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Aircraft Lease Agreement [GPA 1991 AWA-E31989 BN-5] dated as of October 1, 1991 as amended and restated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (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."

Reinsurance. Lessee (or or, if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance will (i) is be on the same terms as the original insurance and includes will include the provisions required by this Agreement; , (ii) -72- 73 provides provide in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains contain a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total - 77 - 83 loss or other claim where as provided by the Amended and Restated Engine Aircraft Lease Agreement [GPA 1991 AWA-E3] dated as of September 22, 1990 as amended and restated as of November 26__, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (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."

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Lease Agreement [GPA 1991 AWA-E3E2] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers Rein- surers would otherwise be liable to pay the original insurer (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."

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Aircraft Lease Agreement [GPA 1991 AWA-E31990 AWA-13] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (subject to proof of loss), it -81- 83 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."

Reinsurance. Lessee (or if a Permitted Sublease is in effectNotwithstanding Section 10(a), the Permitted Sublessee) may carry primary insurance outside Lessee shall procure that in respect of the Insurances maintained by the Lessee in accordance with the provisions in this Section 10 which are not placed directly into the Lloyd’s of London or other internationally recognized aviation insurance markets such Insurances shall be reinsured in New York, Lloyd’s of London or Parisother internationally recognized aviation insurance markets with reinsurers of international standing and repute who normally participate in aircraft insurance programs, if the relevant primary insurer insurers shall maintain reinsurance in all respects satisfactory to the Loan Trustee covering identical subject matter, terms and risk for an amount equal to not less than 75% of the coverage amount (or such higher percentage as Lessee shall from time to time generally have obtained reinsurance and such reinsurance (i) is on agreed in leasing or financing agreements relating to other aircraft of the same or comparable model within Lessee’s fleet) on terms as reasonably acceptable to the original insurance and includes Loan Trustee (the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains “Reinsurances”). Any Reinsurances shall contain a "“cut-through" ” clause in the following form (or otherwisegenerally used from time to time in the London reinsurance market providing that, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Lease Agreement [GPA 1991 AWA-E3] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person named as sole loss payee under the primary insurancesReinsurances, the Reinsurers will reinsurers thereunder shall, in lieu of payment to the original insured, insurer or its successors in interest and assigns assigns, pay to or to the person named order of the Contract Parties as sole loss payee under the primary insurances effected by the original insured payees that portion of any loss due for which the Reinsurers reinsurers thereunder would otherwise but for this cut-through clause be liable to pay the original insurer (subject to proof of loss)or its successors in interest and assigns, it being understood and agreed (and Lessee agreeing to obtain the agreement of its original insurers for the benefit of the Additional Insureds and the reinsurers) that any such payment by the Reinsurers will (to the extent of such payment) reinsurers thereunder shall fully discharge and release the Reinsurers original insurers from any and all further liability in connection therewith."

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Aircraft Lease Agreement [GPA 1991 AWA-E31990 AWA-14] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (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."

Reinsurance. Lessee (Sublessee shall procure that in respect of Insurances maintained by Sublessee in accordance with the provisions in this Section 10 which are not placed directly into the Lloyd’s of London or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the other internationally recognized aviation insurance markets with reinsurers of international standing and repute who normally participate in New Yorkaircraft insurance programs and who are reasonably acceptable to Lessee, Ex-Im Bank and the Security Trustee, the insurers shall maintain reinsurance in all respects satisfactory to Lessee, Ex-Im Bank and the Security Trustee covering identical subject matter and risk for an amount (which shall not be less than of the coverage amount for aviation third party legal liability insurance under Section 10(a) and of the coverage amount for aircraft hull insurance under Section 10(b)) (but in respect of hull claims up to ) in Lloyd’s of London or Parisother internationally recognized aviation insurance markets with reinsurers of international standing and repute who normally participate in aircraft insurance programs and who are reasonably acceptable to Lessee, if Ex-Im Bank and the relevant primary insurer shall have obtained Security Trustee). Any reinsurance and such reinsurance (i) is shall: be on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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 effectedinsurances; and (iii) contains contain a "“cut-through" ” clause in the following customary industry form (or otherwise, and otherwise satisfactory to Owner Participant): "The Reinsurers Ex-Im and the Reinsured hereby mutually agree that Security Trustee and reasonably satisfactory to the Lessee) providing that, in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Lease Agreement [GPA 1991 AWA-E3] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person named as sole loss payee under the primary insurancesreinsurance, the Reinsurers will reinsurers thereunder shall, in lieu of payment to the original insured, insurer or its successors in interest and assigns assigns, pay to or to the person named order of the contract parties as sole loss payee under the primary insurances effected by the original insured payees that portion of any loss due for which the Reinsurers reinsurers thereunder would otherwise but for this cut-through clause be liable to pay the original insurer (subject to proof of loss)or its successors in interest and assigns, it being understood and agreed (and Sublessee agreeing to obtain the agreement of its original insurers for the benefit of Lessee, Head Lessor, the Guaranteed Loan Agent, the Security Trustee, Ex-Im Bank and the reinsurers) that any such payment by the Reinsurers will (to the extent of such payment) reinsurers thereunder shall fully discharge and release the Reinsurers original insurers from any and all further liability in connection therewith; and provide for payment to be made directly to or to the order of the contract parties as provided herein notwithstanding (x) any bankruptcy, insolvency, liquidation or dissolution of the original insurer(s), and/or (y) that the original insurer(s) have made no payment under the primary insurance policies. It is a condition that the payments envisaged by sub-paragraphs 10(h)(ii) and (iii) above shall only be made provided they do not contravene any laws, statutes or decrees of the Russian Federation."

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Aircraft Lease Agreement [GPA 1991 AWA-E31989 BN-8] dated as of November 26June __, 1996 1997 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (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."

Reinsurance. Lessee (or if a Permitted Sublease is in effectNotwithstanding Section 10(a), the Permitted Sublessee) may carry primary insurance outside Lessee shall procure that in respect of the Insurances maintained by the Lessee in accordance with the provisions in this Section 10 which are not placed directly into the Lloyd’s of London or other internationally recognized aviation insurance markets such Insurances shall be reinsured in New York, Lloyd’s of London or Parisother internationally recognized aviation insurance markets with reinsurers of international standing and repute who normally participate in aircraft insurance programs, if the relevant primary insurer insurers shall maintain reinsurance in all respects reasonably satisfactory to the Lessor covering identical subject matter, terms and risk for an amount equal to not less than 75% of the coverage amount (or such higher percentage as Lessee shall from time to time generally have obtained reinsurance and such reinsurance (i) is on agreed in leasing or financing agreements relating to other aircraft of the same or comparable model within Lessee’s fleet) on terms as reasonably acceptable to the original insurance and includes Lessor (the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains “Reinsurances”). Any Reinsurances shall contain a "“cut-through" ” clause in the following form (or otherwisegenerally used from time to time in the London reinsurance market providing that, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Lease Agreement [GPA 1991 AWA-E3] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. such claim is to be paid to the person named as sole loss payee under the primary insurancesReinsurances, the Reinsurers will reinsurers thereunder shall, in lieu of payment to the original insured, insurer or its successors in interest and assigns assigns, pay to or to the person named order of the Contract Parties as sole loss payee under the primary insurances effected by the original insured payees that portion of any loss due for which the Reinsurers reinsurers thereunder would otherwise but for this cut-through clause be liable to pay the original insurer (subject to proof of loss)or its successors in interest and assigns, it being understood and agreed (and Lessee agreeing to obtain the agreement of its original insurers for the benefit of the Additional Insureds and the reinsurers) that any such payment by the Reinsurers will (to the extent of such payment) reinsurers thereunder shall fully discharge and release the Reinsurers original insurers from any and all further liability in connection therewith."

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Aircraft Lease Agreement [GPA 1991 AWA-E31990 AWA-15] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (subject to proof of loss), it -81- 83 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."

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Lease Agreement [GPA 1991 AWA-E3E1] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (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."

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Lease Agreement [GPA 1991 1990 AWA-E3E1] dated as of November 26__, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (subject to proof of loss), it being understood and agreed -71- 77 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."

Reinsurance. Lessee (or or, if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance will (i) is be on the same terms as the original insurance and includes will include the provisions required by this Agreement; , (ii) -72- 73 provides provide in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains contain a 82 "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Aircraft Lease Agreement [GPA 1991 AWA-E3] dated as of December 19, 1989 as amended and restated as of November 26__, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (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."

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Aircraft Lease Agreement [GPA 1991 AWA-E31990 AWA-16] dated as of November 26, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (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."

Reinsurance. Lessee (or if a Permitted Sublease is in effect, the Permitted Sublessee) may carry primary insurance outside of the aviation insurance markets in New York, London or Paris, Paris if the relevant primary insurer shall have obtained reinsurance and such reinsurance (i) is on the same terms as the original insurance and includes the provisions required by this Agreement; (ii) -72- 73 provides in case of any bankruptcy, insolvency, liquidation, dissolution or similar proceedings of or affecting the original insurer that the reinsurers' liability will be to make such payment as would have fallen due under the relevant policy of reinsurance if the original insurer 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) contains a "cut-through" clause in the following form (or otherwise, satisfactory to Owner Participant): "The Reinsurers and the Reinsured hereby mutually agree that in the event of any claim arising under the reinsurances in respect of a total loss or other claim where as provided by the Amended and Restated Engine Aircraft Lease Agreement [GPA 1991 AWA-E3] dated as of November 26__, 1996 and made between Wilmington Trust Company, as Owner Trustee, and America West Airlines, Inc. 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 original insured, its successors in interest and assigns pay to the person named as sole loss payee under the primary insurances effected by the original insured that portion of any loss due for which the Reinsurers would otherwise be liable to pay the original insurer (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."