Frontier Airlines 2011 Annual Report Download - page 197

to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement,
of such claim or suit, as the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to
the matter as is reasonably available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its
counsel may reasonably request, at the expense of the Indemnitor.
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19.4 Insurance
19.4.1 For all Aircraft Training Services, to the extent of the Buyer’s undertaking set forth in Clause 19.2, the Buyer will:
(i) cause the Seller, its Affiliates, its subcontractors and each of their respective directors, officers, agents and employees to be
named as additional insured under the Buyer’s Comprehensive Aviation Legal Liability insurance policies, including War Risks
and Allied Perils (such insurance to include the AVN 52E Extended Coverage Endorsement Aviation Liabilities or any further
Endorsement replacing AVN 52E as may be available as well as any excess coverage in respect of War and Allied Perils Third
Parties Legal Liabilities Insurance), and
(ii) with respect to the Buyer’s Hull All Risks and Hull War Risks insurances and Allied Perils, cause the insurers of the Buyer’s
hull insurance policies to waive all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their
respective directors, officers, agents, employees and insurers.
19.4.2 Any applicable deductible will be borne by the Buyer. The Buyer will furnish to the Seller, not less than seven (7) Business Days
prior to the start of any Aircraft Training Services, certificates of insurance, in English, evidencing the limits of liability cover and
period of insurance coverage in a form acceptable to the Seller from the Buyer’s insurance broker(s), certifying that such policies
have been endorsed as follows:
(i) under the Comprehensive Aviation Legal Liability Insurances, the Buyer’s policies are primary and non-contributory to any
insurance maintained by the Seller,
(ii) such insurance can only be cancelled or materially altered by the giving of [*] prior written notice thereof to the Seller, and
(iii) under any such cover, all rights of subrogation against the Seller, its Affiliates, its subcontractors and each of their respective
directors, officers, agents, employees and insurers have been waived.
* Confidential