Common use of Claims Excluded Clause in Contracts

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or of any of its affiliates).

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, discharged or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Indenture; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying any indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition of any Equipment Note or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents or any interest in the Collateral or any similar security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security); (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) paid by the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document (without duplication of any payment obligation of the Company) or (B) payable or borne by a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredexpense; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state state, or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company or of any of its affiliates); and (xiv) any Claim to the extent attributable to any amount which any Indemnitee expressly agrees to pay or such Indemnitee expressly agrees shall not be paid by or be reimbursed by Company.

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, discharged or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Indenture; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying any indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition of any Equipment Note or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents or any interest in the Collateral or any similar security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security); (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) paid by the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document (without duplication of any payment obligation of the Company) or (B) payable or borne by a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredexpense; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xvxiii) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, the Exchange Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company or of any of its affiliates).

Claims Excluded. The following are Any Claim, to the extent or resulting from or arising out of or attributable to any of the following, is excluded from CompanyNRG’s agreement to indemnify an any Indemnitee under this Section 4.0212.1: (i) any Claim acts, omissions or events occurring after expiration or other termination of the Facility Lease and, where required by the Facility Lease, return of the Facility to the Owner Lessor or its designee in compliance with the provisions of the Facility Lease, except to the extent such Claim is attributable to acts or events occurring after (A) an Environmental Claim that relates to, results from, arises out of or is attributable to an Environmental Condition that was in existence at the Lien Facility or the Facility Site prior to or as of such expiration or termination of the Indenture has been discharged, Facility Lease and the return of the Facility or (B) the transfer is a Claim that relates to, results from, arises out of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim or is attributable to acts occurring the ComEd Consent; (ii) with respect to a particular Indemnitee and Related Parties, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (a) in the case of the Owner Participant of any of its interest in the Beneficial Interest, or (b) in the case of the Owner Lessor, and if such action is taken at the written direction of the Owner Participant, the Owner Participant and Related Parties, of all or any of the Owner Lessor’s interest in the Facility or the Facility Site, or (c) all or any of either Pass Through Trust’s interest in the Lessor Notes or the collateral therefor, unless such transfer is required by the terms of the Operative Documents or occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Indemnitee and Related Parties, any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such the Indemnitee seeking indemnification or a Related Party of such Indemnitee’s Related Indemnitee Group; (iv) as to any Indemnitee, any Claim to the extent such Claim is attributable to the noncompliance by of such Indemnitee or such Indemnitee’s a Related Indemnitee Group Party, with any of the terms of, or any misrepresentation or breach of warranty by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, in any other Operative Document or any Pass Through Document to which breach by such Indemnitee or a Related Party of any covenant contained in any Operative Document attributable to such Indemnitee or Related Party, unless attributable to Midwest or NRG or the breach by another Person of such Related Indemnitee Group is a party its obligations under the Operative Documents or any agreement relating hereto or theretoimputed to the Indemnitee; (v) with respect to the Owner Trustee and the Trust Company, any Claim to the extent such Claim constitutes a constituting or arising from an Owner Lessor’s Lien attributable to such Indemniteeit; (vi) with respect to the Lease Indenture Trustee, any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) arising from an Indenture Trustee’s Lien prohibited by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar securitySection 11.1 hereof; (vii) with respect to the Pass Through Trustee and the Pass Through Company, any Claim arising from a Lien prohibited by Section 7.16 of either Pass Through Trust Agreement; (viii) with respect to the Owner Participant, any claim constituting or arising from an Owner Participant’s Lien; (ix) [RESERVED] (x) any Claim relating to the payment of any other amount to the extent such Indemnitee or a Related Party has expressly agreed in any Operative Document to pay such amount without a right of reimbursement; (xi) any Claim that is attributable a Tax, or is a cost of contesting a Tax, whether or not NRG is required to indemnify therefor pursuant to Section 14.2 or under the Tax Indemnity Agreement; (Axii) a any failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Owner Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received by it under the Operative Documents and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim relating to the extent such Claim is attributable to any amount which costs and expenses of any Indemnitee expressly agrees shall in connection with any amendments or supplements to the Operative Documents requested by such Indemnitee or a Related Party if such amendment or supplement is not be paid by, borne by, or reimbursed required by Companythe Operative Documents; (xiv) any Claim by an Indemnitee related to that constitutes principal and/or interest on the status of such Indemnitee as a passenger Lessor Notes, any Additional Lessor Notes or shipper on the corresponding payments under the Certificates or any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative DocumentsAdditional Certificates, respectively; and (xv) any Claim arising out of obligations expressly assumed by the Indemnitee seeking indemnification or a Related Party thereof. provided that the terms “omission,” “gross negligence” and “willful misconduct,” when applied with respect to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the AircraftOwner Trustee, the Equipment NotesOwner Participant, the OP Guarantor, the Equity Investor, the Owner Lessor, the Lease Indenture Trustee, the Pass Through Certificates, Trustee or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company Certificateholder or any Affiliate of its affiliates)any thereof, shall not include any liability imputed as a matter of law to such Indemnitee solely by reason of such entity’s interest in the Facility or the Facility Site or such Indemnitee’s failure to act in respect of matters which are or were the obligation of Midwest under this Agreement or any other Operative Document.

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, discharged or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Indenture; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying any indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition of any Equipment Note or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents or any interest in the Collateral or any similar security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security); (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) paid by the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document (without duplication of any payment obligation of the Company) or (B) payable or borne by a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredexpense; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xvxiii) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company or of any of its affiliates).

Claims Excluded. The following are excluded from Company’s 's agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has been discharged, discharged or (By) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit)Tax, except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s 's Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s 's Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s 's interest in the Operative Documents or the Pass Through Documents, Documents or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document the Indenture any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (Aa) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (Bb) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “"prohibited transaction” " within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s 's aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xvxiv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s 's Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act of 1933, as amended, or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or of any of its affiliates).

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section ‎Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section ‎Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s agreement Notwithstanding Section 16(a) above, Lessee shall not be obligated to indemnify an any Indemnitee under this Section 4.02for: (i) any Claim Any claim that is a tax; (ii) Any claim to the extent attributable to the gross negligence or willful misconduct of, or the breach of any contractual obligation by, or the falsity or inaccuracy or breach of any representation or warranty by such Claim is lndemnitee; (iii) Any claims attributable to acts or events occurring after (A) the Lien expiration of the Indenture has been discharged, or (B) the transfer of possession of Term unless the Aircraft pursuant is not returned in circumstances where Lessee is required by the terms hereof to Article IV of return the Indenture except Aircraft, in which case the foregoing exclusions shall apply only to the extent that such Claim is claims attributable to acts or events occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) after any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Groupreturn; (iv) any Claim to the extent such Claim is Any claims attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the voluntary offer, sale, assignment, transfer, participation sale or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or of its Related Indemnitee Group (other than during interest in the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all Aircraft or any part of such Indemnitee’s interest in the Operative Documents thereof or the Pass Through Documentsany security, or except pursuant to this Lease; (v) Any claims that are ordinary and usual operating or overhead expenses; (vi) Any claims that constitute costs and expenses of any interest in the Collateral or Indemnitee that Lessee is not required to pay pursuant to any similar securityother provision of this Lease, unless such costs and expenses are indemnified as part of a claim under this indemnity; (vii) any Claim to Any claims for a diminution in value of the extent such Claim is attributable to (A) a failure on Aircraft that results from the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on existence during the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part Term of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunderLessor’s Lien; (viii) Any claims attributable to any Claim loan transaction relating to the extent such Claim is Aircraft; (ix) Any claims attributable to the authorization or giving or withholding of consent to, or to the preparation, execution, delivery or filing of, any future amendments, supplements, waivers waivers, or consents with respect to any Operative Document or any Pass Through Document, of the documents relating to this Lease other than such (a) as have been requested by Company Lessee, (b) as are required or that occur contemplated by (and, if contemplated by, in compliance with) the provisions of this Lease in order to give effect thereto or necessary to accomplish the purposes thereof, (c) as are required by applicable law or (d) after the result occurrence of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim Any claim attributable to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 4975(c)(i) of the Code or any foreign, federal, state or local law which is substantially similar Code; (xi) Any claim attributable to the prohibited transaction provisions bankruptcy or insolvency of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISAPerson other than Lessee; (xii) Any claim that is a fee or expense of any Claim to trustee appointed without the extent consent of Lessee unless such Claim fee or expense is attributable to one or more an Event of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees);Default; or (xiii) any Claim Any claim relating to insurance maintained by or for the extent such Claim benefit of an Indemnitee that Lessee is attributable not required to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company;maintain at its own cost and expense pursuant to Section 9 of this Lease. (xiv) any Claim by an Indemnitee related to the status Any claims that did not arise while Lessee had operational control of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s 's agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has Equipment Notes have been discharged, paid in full or (By) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisTax; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s 's Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s 's Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s 's interest in the Operative Documents or the Pass Through Documents, Documents or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document the Indenture any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (Aa) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (Bb) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “"prohibited transaction” " within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees);; and (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s 's aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Company.

Claims Excluded. The following are excluded from Companythe Owner’s agreement to indemnify an Indemnitee under this Section 4.026.11: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax an Excluded Tax; (ii) any Claim to the extent such Claim is attributable to the gross negligence or loss willful misconduct of any Tax benefit), except with respect such Indemnitee or attributable to paying indemnity amounts on an After-Tax Basisnegligence by such Indemnitee in exercising its right of inspection; (iii) any Claim to the extent such Claim is attributable to the negligence material noncompliance with or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance material breach by such Indemnitee or such Indemnitee’s Related Indemnitee Group with of any of the terms of, or any material misrepresentation by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Loan Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (viv) any Claim to the extent such Claim constitutes a Lender Lien or Mortgagee Lien attributable to such Indemnitee; (viv) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than as a result of, or following, or in lieu of exercising remedies during the occurrence and continuance of of, an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through CertificateLoan, all or any part of such Indemnitee’s interest in the Operative Loan Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (viivi) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee the Mortgagee to distribute in accordance with this Agreement or any other Operative Document Mortgage any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viiivii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Loan Document, other than such as have been requested or consented to by Company or that occur as the result of an Event of DefaultOwner, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Loan Documents;; and (ixviii) any Claim to the extent such Claim is payable or required to be borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company the Owner pursuant to any provision of any Operative Document or any Pass Through Loan Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, discharged or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Indenture; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying any indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition of any Equipment Note or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents or any interest in the Collateral or any similar security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security); (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) paid by the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document (without duplication of any payment obligation of the Company) or (B) payable or borne by a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredexpense; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state state, or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; ; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s the agreement to indemnify an Indemnitee under this Section 4.027.6: (i) Claims with respect to any Claim Unit to the extent such Claim is attributable to acts or events occurring after (A) the Lien occurrence of a Casualty Occurrence with respect to such Unit under Section 7.3 hereof, the last to occur of (x) if an Event of Default exists, the elimination of such Event of Default and the payment of all amounts due under this Agreement, (y) the payment of all amounts due from the Borrower in connection with any such event and (z) the conveyance of such Unit by the Trustee to the Borrower in accordance with the terms herein or the terms of the Indenture has been discharged, Mexican Trust Agreement or (B) in all other cases, with respect to such Unit, the transfer earlier to occur of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of (y) if an Event of DefaultDefault exists, the elimination of such Event of Default and the payment of all amounts due under this Agreement and (z) the conveyance of such Unit by the Trustee to the Borrower in accordance with the terms herein or the terms of the Mexican Trust Agreement; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basisany particular Indemnified Person, Claims which are Taxes except Taxes described in Section 7.11. Except as expressly provided in this Agreement (including the foregoing sentence), the Borrower’s entire obligation with respect to Taxes and losses of tax benefits being fully set out in Section 7.11; (iii) with respect to any Claim particular Indemnified Person, Claims to the extent such Claim is attributable to the gross negligence or willful misconduct of (other than gross negligence or willful misconduct imputed as a matter of law to such Indemnitee Indemnified Person solely by reason of its interest in the Equipment), or to the breach of any contractual obligation by, or the falsity or inaccuracy of any representation or warranty of such IndemniteeIndemnified Person or any of such Indemnified Person’s Related Indemnitee Group; (iv) with respect to any particular Indemnified Person, Claims to the extent attributable to any transfer (other than pursuant to Section 7.3 or Article VIII hereof) by such Indemnified Person of any interest in the Units of Equipment or this Agreement; (v) with respect to any particular Indemnified Person, any Claim to the extent such Claim is attributable to the noncompliance by offer, sale, transfer or disposition (voluntary or involuntary) by, or on behalf of, such Indemnitee or such Indemnitee’s Related Indemnitee Group with any Indemnified Person of the Notes (except, with respect to a transfer of a Note in accordance with the terms ofof Section 7.4(c), to the extent of the indemnification expressly set forth therein), any interest in this Agreement, or any misrepresentation similar security, other than a transfer by an Indemnitee such Indemnified Person of its interests in any Unit pursuant to Section 7.3 hereof or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien otherwise attributable to such Indemniteean Event of Default that has occurred and is continuing; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or unreasonable withholding by such Indemnified Person of any future amendments, supplements, modifications, alterations, waivers or consents with respect to any Operative Document or any Pass Through Documentof this Agreement, other than such as have been requested by Company or that occur as consented to by the result Borrower or necessary or required to effectuate the purpose or intent of an Event of Default, this Agreement or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documentsthis Agreement; (ixvii) any Claim which relates to the extent such Claim is a cost, fee or expense payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company the Borrower or the Borrower pursuant to any provision of any Operative Document or any Pass Through Documentthis Agreement; (xviii) any Claim to the extent such Claim which is an ordinary and usual operating or overhead expense or not of such Indemnified Person other than such expenses attributable to the occurrence of an out-of-pocket expense actually incurredEvent of Default hereunder; (xiix) with respect to any particular Indemnified Person, any Claim resulting from the imposition of any Lender’s Lien attributable to such Indemnified Person; or (x) with respect to any particular Indemnified Person, any Claim, to the extent the risk thereof has been expressly assumed by such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within Indemnified Person in connection with the meaning of Section 406 of ERISA or Section 4975 exercise by such Indemnified Person of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions right of inspection granted under Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)7.7 hereof.

Claims Excluded. The following are Any Claim, to the extent or resulting from or arising out of or attributable to any of the following, is excluded from Company’s EME's agreement to indemnify an any Indemnitee under this Section 4.02SECTION 12.1: (i) any Claim acts, omissions or events occurring after expiration or other termination of the Facility Lease and, where required by the Facility Lease, return of the Facility to the Owner Lessor or its designee in compliance with the provisions of the Facil- ity Lease, except to the extent such Claim is attributable to acts or events occurring after (A) an Environmental Claim that relates to, results from, arises out of or is attributable to an Environmental Condition that was in existence at the Lien Facility or the Facility Site prior to or as of such expiration or termination of the Indenture has been discharged, Facility Lease and the return of the Facility or (B) the transfer is a Claim that relates to, results from, arises out of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim or is attributable to acts occurring the ComEd Consent; (ii) with respect to a particular Indemnitee and Related Parties, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (a) in the case of the Owner Participant of any of its interest in the Beneficial Interest, or (b) in the case of the Owner Lessor, and if such action is taken at the written direction of the Owner Participant, the Owner Participant and Related Parties, of all or any of the Owner Lessor's interest in the Facility or the Facility Site, or (c) all or any of either Pass Through Trust's interest in the Lessor Notes or the collateral therefor, unless such transfer is required by the terms of the Operative Documents or occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Indemnitee and Related Parties, any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such the Indemnitee seeking indemnification or a Related Party of such Indemnitee’s Related Indemnitee Group; (iv) as to any Indemnitee, any Claim to the extent such Claim is attributable to the noncompliance by of such Indemnitee or such Indemnitee’s a Related Indemnitee Group Party, with any of the terms of, or any misrepresentation or breach of warranty by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, in any other Operative Document or any Pass Through Document to which breach by such Indemnitee or a Related Party of any covenant contained in any Operative Document attributable to such Indemnitee or Related Party, unless attributable to Midwest or EME or the breach by another Person of such Related Indemnitee Group is a party its obligations under the Operative Documents or any agreement relating hereto or theretoimputed to the Indemnitee; (v) with respect to the Owner Trustee and the Trust Company, any Claim to the extent such Claim constitutes a constituting or arising from an Owner Lessor's Lien attributable to such Indemniteeit; (vi) with respect to the Lease Indenture Trustee, any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) arising from an Indenture Trustee's Lien prohibited by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar securitySECTION 11.1 hereof; (vii) with respect to the Pass Through Trustee and the Pass Through Company, any Claim arising from a Lien prohibited by Section 7.16 of either Pass Through Trust Agreement; (viii) with respect to the Owner Participant, any claim constituting or arising from an Owner Participant's Lien; (ix) any Claim which constitutes Transac- tion Costs which the Owner Participant is obligated to pay pursuant to SECTION 2.3(a) hereof; (x) any Claim relating to the payment of any other amount to the extent such Indemnitee or a Related Party has expressly agreed in any Operative Document to pay such amount without a right of reimbursement; (xi) any Claim that is attributable a Tax, or is a cost of contesting a Tax, whether or not EME is required to indemnify therefor pursuant to SECTION 14.2 or under the Tax Indemnity Agreement; (Axii) a any failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Owner Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received by it under the Operative Documents and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim relating to the extent such Claim is attributable to any amount which costs and expenses of any Indemnitee expressly agrees shall in connection with any amendments or supplements to the Operative Documents requested by such Indemnitee or a Related Party if such amendment or supplement is not be paid by, borne by, or reimbursed required by Companythe Operative Documents; (xiv) any Claim by an Indemnitee related to that constitutes principal and/or interest on the status of such Indemnitee as a passenger Lessor Notes, any Additional Lessor Notes or shipper on the corresponding payments under the Certificates or any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative DocumentsAdditional Certificates, respectively; and (xv) any Claim arising out of obligations expressly assumed by the Indemnitee seeking indemnification or a Related Party thereof. PROVIDED that the terms "omission," "gross negligence" and "willful misconduct," when applied with respect to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the AircraftOwner Trustee, the Equipment NotesOwner Participant, the OP Guarantor, the Equity Investor, the Owner Lessor, the Lease Indenture Trustee, the Pass Through Certificates, Trustees or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company Certificateholder or any Affiliate of its affiliates)any thereof, shall 66 not include any liability imputed as a matter of law to such Indemnitee solely by reason of such entity's interest in the Facility or the Facility Site or such Indemnitee's failure to act in respect of matters which are or were the obligation of Midwest under this Agreement or any other Operative Document.

Claims Excluded. The following are excluded from Company’s agreement Lessee shall have no obligation to indemnify an Indemnitee and hold harmless any Indemnified Person under this Section 4.027.1 (or otherwise under the Operative Documents) with respect to Claims described in any one or more of the following subsections: (ia) any Any Claim to the extent such Claim is attributable to acts or events occurring after the earlier of (Ai) the Lien of the Indenture has been discharged, or (B) the transfer of possession return of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies Lessor pursuant to Section 4.02 5 of the Indenture following the occurrence Lease and continuance of an Event of Default; (ii) any Claim the expiration or earlier termination of the Lease except to the extent such Claim is, arises pursuant to the exercise of remedies in accordance with Section 15 of the Lease in connection with an Event of Default that shall have occurred and be continuing; (b) Any Claim that is or is attributable to, to a Tax (or loss of including any Tax benefitbenefits), except whether or not Lessee is required to indemnify therefor under Section 7.2, it being agreed that Section 7.2 sets forth Lessee’s entire liability with respect to paying Taxes, other than Taxes taken into account in order to make an indemnity amounts payment under this Section 7.1 on an After-Tax Basis; (iiic) any Any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such Indemnitee any Indemnified Person (other than the gross negligence or such Indemnitee’s Related Indemnitee Groupwillful misconduct imputed as a matter of law to any Indemnified Person solely by reason of its interest in the Aircraft); (ivd) any Any Claim to the extent such Claim is attributable to the noncompliance failure by such Indemnitee any Indemnified Person to perform or such Indemnitee’s Related Indemnitee Group with observe any of the terms ofcovenant, agreement or other obligation to be performed or observed by it under, or any misrepresentation by an Indemnitee incorrectness of any representations or its Related Indemnitee Group warranties of any Indemnified Person contained in, this Agreement, the Lease or any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or theretothereto to which any such Indemnified Person is a party; (ve) any Any Claim that constitutes a Permitted Lien; (f) Any Claim to the extent such Claim constitutes a Lien attributable to the Transfer (voluntary or involuntary) (i) by any Indemnified Person of any interest in the Aircraft, the Airframe, any Engine, any Part, the Trust Estate, Rent or any interest arising under any Operative Document, or any similar interest or security, in each case other than such Indemniteea Transfer pursuant to the Return Conditions or Section 8 or 10 of the Lease or pursuant to the exercise of remedies in accordance with Section 15 of the Lease in connection with an Event of Default that shall have occurred and be continuing, or (ii) of any interest (direct or indirect) in any Indemnified Person; (vig) any Any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Owner Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party Operative Documents any amounts received and distributable by it thereunder; (viiih) any Any Claim to the extent relating to any cost, fee, expense or other payment obligation (i) that is payable or borne by (A) Lessee pursuant to any expense, indemnification, compensation or reimbursement provision of any Operative Document other than this Section 7.1 or (B) a Person other than Lessee pursuant to any provision of any Operative Document or (ii) that such Indemnified Person expressly agrees shall not be payable or borne by Lessee; (i) Any Claim is attributable to the authorization extent that it is an ordinary and usual operating or overhead expense; (j) Any Claim resulting from a violation of ERISA or a “prohibited transaction” under Section 4975 of the Code; (k) Any Claim that would not have arisen but for the authorization, giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such (i) as have been are requested in writing by Company Lessee, or (ii) that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning exercise of remedies in accordance with Section 406 of ERISA or Section 4975 15 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions Lease in connection with an Event of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISADefault that shall have occurred and be continuing; (xiil) Any Claim that would not have arisen but for any indebtedness, head lease, swap, hedge, or other financing (other than the Lease) arrangements of any Indemnified Person relating to the Aircraft, the Airframe, any Engine, any Part, Rent or any Operative Document; provided that, in the case of any such Claim against any Back-Leveraging Indemnified Person, such Claim shall only be excluded by this subsection (l) to the extent that the nature of such Claim is attributable to one different than it would have been had such Back-Leveraging Indemnified Person (i) been Lessor or more Owner Participant or an officer, director, servant, agent, successor and permitted assign of Lessor or Owner Participant, as applicable, and (ii) entered into the Operative Documents but not the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear documents relating to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees)applicable Back-Leveraging Transaction; (xiiim) any Any Claim that would not have arisen but for the failure of Trust Company, Owner Trustee or Owner Participant to be a Citizen of the extent such United States; and (n) Any Claim that is attributable to or relates to any amount which broker’s fee, commission or finder’s fee in connection with any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions transaction contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws Documents (other than any thereof caused by acts or omissions such fees of Company or any of its affiliatesLessee’s lease advisor, SkyWorks Capital, LLC).

Claims Excluded. The following are excluded from Company’s the agreement to indemnify an Indemnitee under this Section 4.027.6: (i) Claims with respect to any Claim Unit to the extent such Claim is attributable to acts or events occurring after (A) in the case of the occurrence of a Casualty Occurrence with respect to such Unit under Section 7.3 hereof, the last to occur of (x) if an Event of Default exists, the elimination of such Event of Default and the payment of all amounts due under this Agreement, (y) the payment of all amounts due from the Borrower in connection with any such event and (z) the release of the Lien of on such Unit in accordance with the Indenture has been discharged, terms herein or (B) in all other cases, with respect to such Unit, the transfer earlier to occur of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of (y) if an Event of DefaultDefault exists, the elimination of such Event of Default and the payment of all amounts due under this Agreement and (z) the release of the Lien on such Unit in accordance with the terms herein; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basisany particular Indemnified Person, Claims which are Taxes except Taxes described in Section 7.11. Except as expressly provided in this Agreement (including the foregoing sentence), the Borrower’s entire obligation with respect to Taxes and losses of tax benefits being fully set out in Section 7.11; (iii) with respect to any Claim particular Indemnified Person, Claims to the extent such Claim is attributable to the gross negligence or willful misconduct of (other than gross negligence or willful misconduct imputed as a matter of law to such Indemnitee Indemnified Person solely by reason of its interest in the Equipment), or to the breach of any contractual obligation by, or the falsity or inaccuracy of any representation or warranty of such IndemniteeIndemnified Person or any of such Indemnified Person’s Related Indemnitee Group; (iv) with respect to any particular Indemnified Person, Claims to the extent attributable to any transfer (other than pursuant to Section 7.3 or Article VIII hereof) by such Indemnified Person of any interest in the Units of Equipment or this Agreement; (v) with respect to any particular Indemnified Person, any Claim to the extent such Claim is attributable to the noncompliance offer, sale or disposition (voluntary or involuntary) by or on behalf of such Indemnitee or such Indemnitee’s Related Indemnitee Group with any Indemnified Person of the terms ofNotes, any interest in this Agreement, or any misrepresentation similar security, other than a transfer by an Indemnitee such Indemnified Person of its interests in any Unit pursuant to Section 7.3 hereof or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien otherwise attributable to such Indemniteeor following an Event of Default that has occurred and is continuing; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or unreasonable withholding by such Indemnified Person of any future amendments, supplements, modifications, alterations, waivers or consents with respect to any Operative Document or any Pass Through Documentof this Agreement, other than such as have been requested by Company or that occur as consented to by the result Borrower or necessary or required to effectuate the purpose or intent of an Event of Default, this Agreement or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documentsthis Agreement; (ixvii) any Claim which relates to the extent such Claim is a cost, fee or expense payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company the Borrower or the Borrower pursuant to any provision of any Operative Document or any Pass Through Documentthis Agreement; (xviii) any Claim to the extent such Claim which is an ordinary and usual operating or overhead expense or not of such Indemnified Person other than such expenses attributable to the occurrence of an out-of-pocket expense actually incurredEvent of Default hereunder; (xiix) with respect to any particular Indemnified Person, any Claim resulting from the imposition of any Lender’s Lien attributable to such Indemnified Person; or (x) with respect to any particular Indemnified Person, any Claim, to the extent the risk thereof has been expressly assumed by such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within Indemnified Person in connection with the meaning of Section 406 of ERISA or Section 4975 exercise by such Indemnified Person of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions right of inspection granted under Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)7.7 hereof.

Claims Excluded. The following are excluded from the Company’s 's agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has Equipment Notes have been discharged, paid in full or (By) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisTax; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s 's Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s 's Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s 's interest in the Operative Documents or the Pass Through Documents, Documents or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document the Indenture any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (Aa) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (Bb) a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of by or asserted as a result of (A) any “"prohibited transaction” " within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees);; and (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of the Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)'s aircraft.

Claims Excluded. The following are excluded from Company’s agreement general indemnity of Xxxxx City in this SECTION 10.1 will be subject to indemnify an Indemnitee under this Section 4.02exclusions for Claims to the extent (x) attributable to, (y) arising as a result of, or (z) such Claims would not have occurred but for, any of the following: (i) any Claim to the extent such Claim is attributable to acts acts, omissions or events occurring after the expiration or early termination of the Facility Lease and, where required by the Facility Lease, surrender to the Owner Lessor or its successor of the Facility and its interest in the Facility Site Sublease in compliance with the provisions of the Facility Lease or Facility Site Sublease, as the case may be other than, in each such case referred to in this clause (Ai), claims arising from or related to acts, omissions, events or conditions occurring or existing prior to such expiration or early termination, or arising pursuant to the Facility Lessee's obligations set forth in SECTION 5.2(H) of the Facility Lease; (ii) with respect to the relevant Indemnitee or a Related Party, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (x) the Lien Owner Participant of any of its interest in the Owner Lessor, (y) the Owner Lessor of all or any of its interest in the Facility or Facility Site or (z) the Lender, the Security Agent or the Lease Indenture Trustee of any of its interests in the Lessor Loans, unless such transfer is required by the terms of the Indenture has been discharged, Operative Documents or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) the gross negligence or willful misconduct of the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification; (iv) the noncompliance with the terms of the Operative Documents by, or the breach of any agreement, covenant, representation or warranty of, the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification unless attributable to Xxxxx City or breach by another party of its obligations under an Operative Document; (v) any obligation or liability expressly borne, assumed or to be paid in any Operative Document by the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification; (vi) with respect to the Indemnitee seeking indemnification, any claim constituting or arising from a Lessor Lien attributable to such Indemnitee or to a Related Party of such Indemnitee; (vii) any Claim to the extent such Claim is, that is a Tax or is attributable toa cost of contesting a Tax, a Tax (whether or loss of any Tax benefit)not Xxxxx City is required to indemnify therefor under SECTION 10.2 below, except with respect as required to paying indemnity amounts make payments on an After-Tax Basis; (iiiviii) any Claim to failure by the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent Owner Manager to distribute in accordance with the Intercreditor Lessor LLC Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne Amendment not requested by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of Xxxxx City and not required by any Operative Document or any Pass Through Document(other than an Amendment existing as a result of a Lease Event of Default that has occurred and is continuing); (x) any Claim to that constitutes principal or interest on the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred;Lessor Notes; and (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued Claims arising with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status Equity Letter of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Credit.

Claims Excluded. The following are excluded from Company’s the Lessee's agreement to indemnify an Indemnitee under this Section 4.027.2: (i) Claims with respect to any Claim Unit to the extent such Claim is attributable to acts or events occurring after (except (A) the Lien in any case where remedies are being exercised under Section 15 of the Indenture has been dischargedLease for so long as the Lessor shall be entitled to exercise remedies under such Section 15, or (B) the transfer of possession Lessee has assumed any of the Aircraft pursuant obligations with respect to Article IV the Equipment Notes under Section 3.6 of the Indenture except and the Equipment Notes remain outstanding under the Indenture) the later to occur of (x) with respect to such Unit, the earlier to occur of the termination of the Lease or the expiration of the Lease Term in accordance with the terms thereof, and (y) with respect to such Unit, the return of such Unit to the extent that such Claim is attributable to acts occurring Lessor in connection accordance with the exercise of remedies pursuant to Section 4.02 terms of the Indenture following Lease (it being understood that, so long as any such Unit is in storage as provided in Section 6.1(c) of the occurrence and continuance Lease, the date of an Event return thereof for the purpose of Defaultthis clause (i) shall be the last day of the Storage Period); (ii) Claims which are Taxes, whether or not the Lessee is required to indemnify therefor under Section 7.1 hereof or under the Tax Indemnity Agreement or any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect tax benefits or increases in tax liability whether or not the Lessee is required to paying indemnity amounts indemnify a Indemnified Person elsewhere in the Operative Agreements; provided that this clause (ii) shall not apply to Taxes necessary to pay Claims on an After-Tax Basis; (iii) with respect to any Claim particular Indemnified Person, Claims to the extent such Claim is attributable to resulting from (x) the gross negligence or willful misconduct of such Indemnitee Indemnified Person or a Related Party, or (y) any breach of any covenant to be performed by such Indemnitee’s Indemnified Person or a Related Indemnitee GroupParty under any of the Operative Agreements, or the falsity of any representation or warranty of such Indemnified Person or a Related Party in any of the Operative Agreements or in a document or certificate delivered in connection therewith; (iv) any Claim Claims to the extent such Claim is attributable to any transfer by the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any Lessor of the terms of, Equipment or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document portion thereof or any Pass Through Document to which such Indemnitee transfer by the Owner Participant of all or any portion of such Related Indemnitee Group is its interest in the Trust Estate or the Equity Collateral other than (A) any transfer after a party Lease Event of Default, (B) the transfer of all or any agreement relating hereto portion of the Equipment or theretoany Owner Participant's interest in the Equipment to the Lessee, (C) the transfer of all or any portion of the Equipment to a third party pursuant to Lessee's election to terminate the Lease or (D) any transfer of all or any portion of the Equipment pursuant to Section 6.9; (v) with respect to any Claim particular Indemnified Person, unless such transfer is required by the terms of the Operative Agreements or occurs Participation Agreement (TRLI 2001-1C) 77 (a) in the case of the Owner Participant, of any of its interest in the Beneficial Interest (other than pursuant to Section 6.9) or the Equity Collateral or (b) with respect to the extent such Claim constitutes a Lien attributable to such IndemniteeLoan Participant, of all or any portion of the Loan Participant's interest in the Equipment Notes or the collateral therefor; (vi) with respect to any Claim particular Indemnified Person, Claims resulting from the imposition of (x) any Lessor's Lien attributable to such Indemnified Person or a Related Party or (y) any Lien attributable to such Indemnified Person or a Related Party not expressly permitted under the Operative Agreements or which such Indemnified Person is required to remove pursuant to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf terms of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar securityAgreements; (vii) with respect to any Claim particular Indemnified Person, Claims to the extent the risk thereof has been expressly assumed by such Indemnified Person in connection with the exercise by such Indemnified Person of the right of inspection granted under Section 6.2 of the Lease, inspection or restenciling under Section 6.1(c) of the Lease or inspection under Section 13.2 of the Lease; (viii) Claims relating to any amount that constitutes principal of, or interest or premium on the Equipment Notes or the Pass Through Certificates; (ix) Claims relating to the payment of any amount which constitutes Transaction Costs which the Owner Trustee is obligated to pay pursuant to Section 2.5(a) (other than those that the Lessee may be required to pay under Section 2.5(c) or Section 2.5(e)) or any other amount to the extent such Indemnified Person or a Related Party has expressly agreed to pay such amount without a right of reimbursement, or any Claim payable by any Indemnified Person pursuant to any provision of any Operative Agreement that expressly states that such Claim is not subject to indemnification or reimbursement by the Lessee, or any Claim arising out of obligations expressly assumed by the Indemnified Person seeking indemnification or a Related Party; (x) Claims relating to any amount that is an ordinary and usual operating or overhead expense of any Indemnified Person (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating or overhead expenses"); (xi) Claims relating to an Indenture Event of Default that is not attributable to a Lease Event of Default; Participation Agreement (ATRLI 2001-1C) (xii) with respect to the Owner Trustee in its individual and trust capacities, and its Related Indemnitee Group, Claims relating to a failure on the part of Loan the Owner Trustee to distribute in accordance with this the Trust Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder; (xiii) with respect to the Indenture Trustee in its individual and trust capacities, (B) a Claims relating to failure on the part of Subordination Agent the Indenture Trustee to distribute in accordance with the Intercreditor Agreement Indenture any amounts received and distributable by it thereunder or thereunder; (Cxiv) a with respect to the Pass Through Trustee in its individual and trust capacities, Claims relating to failure on the part of any the Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viiixv) any Claim Claims relating to the extent such Claim is attributable offer, sale or delivery of any Equipment Note or any interest in the Trust Estate; (xvi) Claims relating to any sale, transfer or holding of the Equipment Notes or Pass Through Certificates being deemed to result in a "prohibited transaction" under ERISA; or (xvii) without affecting Lessee's obligations under Section 2.5(b), Claims relating to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents Agreements which amendments, supplements, waivers or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable consents are not requested by Lessee or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or are not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated specifically required by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Agreements.

Claims Excluded. The following are excluded from Company’s TRMI's agreement to indemnify an Indemnitee under this Section 4.027.4: (i) Claims with respect to any Claim Unit to the extent such Claim is attributable to acts or events occurring after (except (A) the Lien in any case where remedies are being exercised under Section 15 of the Indenture has been dischargedLease for so long as the Lessor shall be entitled to exercise remedies under such Section 15, or (B) the transfer of possession Lessee has assumed any of the Aircraft pursuant obligations with respect to Article IV the Equipment Notes under Section 3.6 of the Indenture except and the Equipment Notes remain outstanding under the Indenture) the later to occur of (x) with respect to such Unit, the earlier to occur of the termination of the Lease or the expiration of the Lease Term in accordance with the terms thereof, and (y) with respect to each Unit, the return of such Unit to the extent that such Claim is attributable to acts occurring Lessor in connection accordance with the exercise of remedies pursuant to Section 4.02 terms of the Indenture following Lease (it being understood that, so long as any Unit is in storage as provided in Section 6.1(c) of the occurrence and continuance Lease, the date of an Event return thereof for the purpose of Defaultthis clause (i) shall be the last day of the Storage Period); (ii) Claims which are Taxes or any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect tax benefits or increases in tax liability; provided that this clause (ii) shall not apply to paying indemnity amounts Taxes necessary to pay Claims on an After-Tax Basis; (iii) with respect to any Claim particular Indemnified Person, Claims to the extent such Claim is attributable to resulting from (x) the gross negligence or willful misconduct of such Indemnitee Indemnified Person or a Related Party, or (y) any breach of any covenant to be performed by such Indemnitee’s Indemnified Person or a Related Indemnitee GroupParty under any of the Operative Agreements, or the falsity of any representation or warranty of such Indemnified Person or a Related Party in any of the Operative Agreements or in a document or certificate delivered in connection therewith; (iv) any Claim Claims to the extent such Claim is attributable to any transfer by the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any Lessor of the terms of, Equipment or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document portion thereof or any Pass Through Document to which such Indemnitee transfer by the Owner Participant of all or any portion of such Related Indemnitee Group is its interest in the Trust Estate other than (A) any transfer after a party Lease Event of Default, (B) the transfer of all or any agreement relating hereto portion of the Equipment or thereto;any Owner Participant's interest in the Equipment to the Lessee, (C) the transfer of all or any portion of the Equipment to a third party pursuant to Lessee's election to terminate the Lease or (D) any transfer of all or any portion of the Equipment pursuant to Section 6.9; 77 Participation Agreement (TRLI 2001-1B) (v) with respect to any particular Indemnified Person, unless such transfer is required by the terms of the Operative Agreements or occurs during the continuance of a Lease Event of Default, Claim relating to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation transfer or other disposition (whether voluntary or involuntary) by or on behalf (a) in the case of such Indemnitee or the Owner Participant, of any of its Related Indemnitee Group interest in the Beneficial Interest (other than during pursuant to Section 6.9), or (b) with respect to the occurrence and continuance Loan Participant, of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part portion of such Indemnitee’s its interest in the Operative Documents Equipment Notes or the Pass Through Documentscollateral therefor; (vi) with respect to any particular Indemnified Person, Claims resulting from the imposition of (x) any Lessor's Lien attributable to such Indemnified Person or a Related Party or (y) any interest in Lien attributable to such Indemnified Person or a Related Party not expressly permitted under the Collateral Operative Agreements or any similar securitywhich such Indemnified Person is required to remove pursuant to the terms of the Operative Agreements; (vii) with respect to any Claim particular Indemnified Person, Claims to the extent the risk thereof has been expressly assumed by such Indemnified Person in connection with the exercise by such Indemnified Person of the right of inspection granted under Section 6.2 of the Lease, inspection or restenciling under Section 6.1(c) of the Lease or inspection under Section 13.2 of the Lease; (viii) Claims relating to any amount that constitutes principal of, or interest or premium on the Equipment Notes or the Pass Through Certificates; (ix) Claims relating to the payment of any amount which constitutes Transaction Costs which the Owner Trustee is obligated to pay pursuant to Section 2.5(a) (other than those that the Lessee may be required to pay under Section 2.5(c) or Section 2.5(e)) or any other amount to the extent such Indemnified Person or a Related Party has expressly agreed to pay such amount without a right of reimbursement, or any Claim payable by any Indemnified Person pursuant to any provision of any Operative Agreement that expressly states that such Claim is not subject to indemnification or reimbursement by the Lessee, or any Claim arising out of obligations expressly assumed by the Indemnified Person seeking indemnification or a Related Party; (x) Claims relating to any amount that is an ordinary and usual operating or overhead expense of any Indemnified Person (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating or overhead expenses"); (xi) Claims relating to an Indenture Event of Default that is not attributable to a Manager Default; Participation Agreement (ATRLI 2001-1B) (xii) with respect to the Owner Trustee in its individual and trust capacities, and its Related Indemnitee Group, any Claims relating to a failure on the part of Loan the Owner Trustee to distribute in accordance with this the Trust Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder; (xiii) with respect to the Indenture Trustee in its individual and trust capacities, (B) a any Claims relating to failure on the part of Subordination Agent the Indenture Trustee to distribute in accordance with the Intercreditor Agreement Indenture any amounts received and distributable by it thereunder or thereunder; (Cxiv) a with respect to the Pass Through Trustee in its individual and trust capacities, any Claims relating to failure on the part of any the Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party or Pass Through Trust Supplement any amounts received and distributable by it thereunder; (viiixv) Claims relating to the offer, sale or delivery of any Equipment Note or any interest in the Trust Estate; (xvi) Claims relating to any sale, transfer or holding of the Equipment Notes or Pass Through Certificates being deemed to result in a "prohibited transaction" under ERISA; or (xvii) any Claim to the extent such Claim is attributable Claims relating to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents Agreements which amendments, supplements, waivers or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable consents are not requested by TRMI or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or are not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated specifically required by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Agreements.

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, discharged or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Indenture; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying any indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition of any Equipment Note or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents or any interest in the Collateral or any similar security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security); (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) [reserved], (E) [reserved] or (F) [reserved]; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) paid by the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document (without duplication of any payment obligation of the Company) or (B) payable or borne by a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredexpense; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state state, or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company or of any of its affiliates); and (xiv) any Claim to the extent attributable to any amount which any Indemnitee expressly agrees to pay or such Indemnitee expressly agrees shall not be paid by or be reimbursed by Company.

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under general indemnity of SEMA in this Section 4.02------- 10.1 will be subject to exclusions for Claims to the extent (x) attributable to, ---- (y) arising as a result of, or (z) such Claims would not have occurred but for, any of the following: (iii) any Claim with respect to the extent such Claim is attributable to acts relevant Indemnitee or events occurring after a Related Party, any offer, sale, assignment, transfer or other disposition (Avoluntary or involuntary) by or on behalf of (x) the Lien Owner Participant of any of its interest in the Owner Lessor, (y) the Owner Lessor of all or any of its interest in the Facility or Facility Site or (z) the Lease Indenture Trustee of any of its interests in the Lessor Loans, unless such transfer is XXXXXXXXX PARTICIPATION AGREEMENT (L1) -------------------------------------- required by the terms of the Indenture has been discharged, Operative Documents or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) the gross negligence or willful misconduct of the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification; (iv) the noncompliance with the terms of the Operative Documents (other than, except as set forth in Section 10.1(b)(xi) below, ------------------- any provision thereof which imposes an obligation on such Indemnitee with respect to the Unrelated Indebtedness or any loan agreement or indenture relating thereto) by, or the breach of any agreement, covenant, representation or warranty of, the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification unless attributable to SEMA or breach by another party of its obligations under an Operative Document; (v) any obligation or liability expressly borne, assumed or to be paid in any Operative Document by the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification; (vi) with respect to the Indemnitee seeking indemnification, any claim constituting or arising from a Lessor Lien attributable to such Indemnitee or to a Related Party of such Indemnitee; (vii) any Claim to the extent such Claim is, that is a Tax or is attributable toa cost of contesting a Tax, a Tax (whether or loss of any Tax benefit)not SEMA is required to indemnify therefor under Section 10.2 ------------ below, except with respect as required to paying indemnity amounts make payments on an After-Tax Basis; (iiiviii) any Claim to failure by the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent Owner Manager to distribute in accordance with the Intercreditor Lessor LLC Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable Amendment not requested by SEMA or borne not required by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document(other than an Amendment existing as a result of a Lease Event of Default that has occurred and is continuing); (x) any Claim to that constitutes principal or interest on the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred;Lessor Notes; and (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (if in the event of doubt, any Claim the Undivided Interest shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear have been returned to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee Owner Lessor (or any member transferee thereof) pursuant to Section 5 of such Indemnitee’s Related Indemnitee Groupthe Facility Lease, any breach by the Owner Lessor (or any --------- transferee thereof) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws its covenants under Section 7.9. ----------- XXXXXXXXX PARTICIPATION AGREEMENT (other than any thereof caused by acts or omissions of Company or any of its affiliates).L1) --------------------------------------

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit)Tax, except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, Documents or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document the Indenture any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of Escrow Agent to distribute in accordance with the Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of Paying Agent to distribute in accordance with the Escrow Agreement any amounts received and distributable by it thereunder and (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act of 1933, as amended, or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or of any of its affiliates).

Claims Excluded. The following are excluded from the Company’s 's agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has been discharged, discharged or (By) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Indenture; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit)Tax, except with respect to paying any indemnity amounts on an Afterafter-Tax Basistax basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s 's Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s 's Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition of any Equipment Note or Pass Through Certificate, all or any part of such Indemnitee's interest in the Operative Documents or the Pass Through Documents or any interest in the Collateral or any similar security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security); (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document the Indenture any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne (a) paid by (A) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document (without duplication of any payment obligation of the Company) or (Bb) payable or borne by a Person in its individual capacity other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredexpense; (xi) any Claim to the extent such Claim is incurred on account of by or asserted as a result of (A) any “"prohibited transaction” " within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA;Code; and (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s the Lessee Parent's --------------- agreement to indemnify an Indemnitee under this Section 4.027.3: (i) with respect to any Claim particular Indemnified Person, Claims to the extent such Claim is attributable to acts or events occurring after resulting from (Ax) the Lien gross negligence or willful misconduct of the Indenture has been dischargedsuch Indemnified Person, or (By) the transfer any breach of possession any covenant to be performed by such Indemnified Person under any of the Aircraft pursuant to Article IV Operative Agreements, or the falsity of any representation or warranty of such Indemnified Person in any of the Indenture except to the extent that such Claim is attributable to acts occurring Operative Agreements or in a document or certificate delivered in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Defaulttherewith; (ii) any Claim to the extent such Claim isattributable to any transfer by the Lessor of the Equipment or any portion thereof or any transfer by the Owner Participant of all or any portion of its interest in the Trust Estate other than (A) any transfer after a [Participation Agreement (GARC II 98-A)] Lease Event of Default, (B) the transfer of all or is attributable toany portion of the Equipment or any Owner Participant's interest in the Equipment to the Lessee, (C) the transfer of all or any portion of the Equipment to a Tax third party pursuant to Lessee's election to terminate the Lease or (D) any transfer of all or loss any portion of any Tax benefit), except with respect the Equipment pursuant to paying indemnity amounts on an After-Tax BasisSection 6.9; (iii) with respect to any particular Indemnified Person, any Claim to resulting from the extent such Claim is imposition of any Lessor's Lien attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group;Indemnified Person; or (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or particular Indemnified Person, any Pass Through DocumentClaim, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent the risk thereof has been expressly assumed by such Claim is payable or borne Indemnified Person in connection with the exercise by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a such Indemnified Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions right of inspection granted under Section 406 of ERISA or Section 4975 6.2 of the Code (“Similar Law”Lease, inspection or restenciling under Section 6.1(c) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, Lease or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation inspection under Section 13.2 of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Lease.

Claims Excluded. The following are excluded from Company’s Old Dominion's agreement to indemnify an any Indemnitee under this Section 4.028.1: (i) any Claim attributable to acts, omissions or events occurring after the earlier of (x) the return of the Lessor's Unit 1 Interest in full compliance of Section 5 of the Equipment Operating Lease and Section 5 of the Foundation Operating Lease, if applicable, or (y) the expiration or earlier termination of the Equipment Operating Lease and the Foundation Operating Lease in compliance with the terms thereof under circumstances not requiring the return of the Lessor's Unit 1 Interest, unless and to the extent such Claim is attributable to acts actions, omissions or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 17 of the Indenture Equipment Operating Lease or Section 17 of the Foundation Operating Lease, as the case may be, following the occurrence occurrence, and continuance during the continuance, of an Event of DefaultDefault thereunder; (ii) any Claim to the extent such Claim isthat is a Tax, or is attributable to, a cost of contesting a Tax (or loss of any other than amounts payable under this Section which are required to be paid on an After Tax benefitBasis), except with respect or (subject to paying paragraph (d) below) otherwise arises from a Tax, whether or not Old Dominion is required to indemnify therefor under Section 8.2 hereof or the Tax Indemnity Agreement (other than an indemnity amounts on an After-Tax Basispayable to the Lender or the Agent under Section 8.1(a)(x) hereof); (iii) with respect to any Indemnitee, any Claim to the extent such Claim is attributable to the gross negligence or willful wilful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Groupany Affiliate thereof or any of their respective successors, assigns, agents, directors, officers or employees unless attributable to (a) any breach by Old Dominion or its Affiliates of any covenant, representation or warranty contained in any Operative Document or (b) any breach by any other Transaction Party or its Affiliates of any covenant, representation or warranty contained in any Operative Document; (iv) as to any Indemnitee, any Claim to the extent such Claim is attributable to the noncompliance by of such Indemnitee or such Indemnitee’s Related Indemnitee Group any of its Affiliates or any of their respective directors, officers or employees, with any of the terms of, or any misrepresentation or breach of warranty by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party its Affiliates or any agreement relating hereto of their respective directors, officers or theretoemployees contained in any Operative Document by which such Indemnitee is bound or any breach by such Indemnitee or any of its Affiliates or any of their respective successors, assigns, agents, directors, officers or employees of any covenant contained in any Operative Document by which such Indemnitee is bound unless attributable to (a) any breach by Old Dominion or its Affiliates of any covenant, representation or warranty contained in any Operative Document or (b) any breach by any other Transaction Party or its Affiliates of any covenant, representation or warranty contained in any Operative Document; (v) as to any Indemnitee or its Affiliates or their respective successors, assigns, agents, directors, officers or employees, any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation transfer or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee of its interest (whether direct or its Related Indemnitee Group (beneficial) in any Operative Document or in the Lessor's Unit 1 Interest or the Trust Estate, other than a transfer by such Indemnitee required by the terms of an Operative Document or any transfer during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law; (vi) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest except in the Operative Documents case of the Lender or the Pass Through DocumentsAgent, any Claim constituting or any interest in the Collateral or any similar securityarising from a Lessor's Lien; (vii) except in the case of the Trust Company (in its individual capacity), any Lender or the Agent, any claim constituting or arising from an Owner Participant's Lien; (viii) as to any Indemnitee or its Affiliates or their respective successors, assigns, agents, directors, officers or employees, any Claim attributable to the authorization or giving, or withholding, by such Indemnitee of any amendment, supplement, waiver or consent with respect to any Operative Document, except as a result of any misrepresentation of Old Dominion or as expressly requested by Old Dominion or required by Applicable Laws or the Clover Agreements or required to effectuate the terms of the Operative Documents (but not if such required action results from any breach by such Indemnitee or any of its Affiliates or any of their respective successors, assigns, agents, directors, officers or employees of its obligations thereunder); (ix) any Claim relating to the payment of any amount which constitutes Transaction Costs which Owner Trustee or Owner Participant is obligated to pay pursuant to Section 2.4(a) hereof or any other amount to the extent such Claim is attributable Indemnitee or any of its Affiliates or any of their respective successors, assigns, agents, directors, officers or employees has expressly agreed in any Operative Document to pay such amount without express right of reimbursement; and (Ax) a in the case of the Owner Trustee and the Owner Participant, any failure on the part of Loan the Owner Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Trust Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s RMLC's agreement to indemnify an any Indemnitee under this Section 4.0212.1: (i) any Claim to the extent attributable to acts, omissions or events occurring after the earlier of (and not based on circumstances or conditions occurring before) (a) the return of the Facility Lessor's Rocky Mountain Interest in full compliance of Section 5 of the Facility Lease, if applicable, or (b) the expiration or earlier termination of the Facility Lease in compliance with the terms thereof under circumstances not requiring the return of the Facility Lessor's Rocky Mountain Interest pursuant to Section 5 of the Facility Lease, unless, and to the extent such Claim is attributable to acts actions, omissions or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) without limiting RMLC's obligations under paragraph (d) below, any Claim to the extent such Claim isthat is a Tax, or is attributable to, a cost of contesting a Tax imposed on, or asserted against, the RMLC Indemnitee or an Affiliate (or loss other than, in the case of any Tax benefitOglethorpe, RMLC), except with respect whether or not RMLC is required to paying indemnity amounts on an After-Tax Basisindemnify therefor under Section 12.2 hereof; (iii) with respect to any RMLC Indemnitee, any Claim to the extent such Claim is attributable to the gross negligence or willful wilful misconduct of such RMLC Indemnitee unless attributable to (a) any breach by RMLC of any covenant, representation or such Indemnitee’s Related Indemnitee Groupwarranty contained in any Transaction Document or (b) any breach by any other Transaction Party or its Affiliates (other than, in the case of Oglethorpe, RMLC) of any covenant, representation or warranty made by it in any Transaction Document; (iv) as to any RMLC Indemnitee, any Claim to the extent such Claim is attributable to the noncompliance by of such RMLC Indemnitee or such Indemnitee’s any Party Related Indemnitee Group (other than, in the case of Oglethorpe, RMLC) thereto, with any of the terms of, or any misrepresentation or breach of warranty by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such RMLC Indemnitee or any Party Related (other than, in the case of Oglethorpe, RMLC) thereto contained in any Operative Document made by such Related RMLC Indemnitee Group is a party or any agreement relating hereto breach by such RMLC Indemnitee or theretoany Party Related (other than, in the case of Oglethorpe, RMLC) thereto of any covenant contained in any Transaction Document by which such RMLC Indemnitee is bound unless attributable to (a) any breach by RMLC of any covenant, representation or warranty contained in any Transaction Document or (b) any breach by any other Transaction Party or its Affiliates (other than, in the case of Oglethorpe, RMLC) of any covenant, representation or warranty made by it in any Transaction Document; (v) as to any RMLC Indemnitee or Party Related (other than, in the case of Oglethorpe, RMLC) thereto, any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation transfer or other disposition (whether voluntary or involuntary) by or on behalf of such RMLC Indemnitee of its interest (whether direct or its Related Indemnitee Group (beneficial) in any Operative Document or in the Facility Lessor's Rocky Mountain Interest or the Trust Estate, other than a transfer by such RMLC Indemnitee (A) required by the terms of an Operative Document or (B) any transfer during the occurrence and continuance of an a Payment Default, Bankruptcy Default or Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during ; (vi) with respect to the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents Trustees or the Pass Through DocumentsTrust Companies, any Claim constituting or any interest in the Collateral or any similar securityarising from a Facility Lessor's Lien; (vii) with respect to the Owner Participant, any claim constituting or arising from an Owner Participant's Lien; (viii) any Claim relating to the payment of any amount which constitutes Transaction Costs which the Co-Trustee or the Owner Participant is obligated to pay pursuant to Section 2.4(a) hereof or any other amount to the extent such Claim is attributable RMLC Indemnitee or any Party Related (other than, in the case of Oglethorpe, RMLC) thereto has expressly agreed in any Operative Document to pay such amount without express right of reimbursement; (Aix) a in the case of the Trustees and the Owner Participant, any failure on the part of Loan either Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Trust Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document;; and (x) any Claim to that constitutes principal and/or interest on the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) Loan Certificate, including without limitation any Claim to the extent such Claim is incurred on account that constitutes a payment of or asserted as interest resulting in connection with a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 substitution of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion Payment Undertaking Agreement; provided that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued terms "omission," "gross negligence" and "willful misconduct," when applied with respect to the other aircraft and held by Pass Through Trustees); (xiii) Lender or any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees Affiliate thereto, shall not be paid by, borne by, or reimbursed include any liability imputed as a matter of law to such Indemnitee solely by Company; (xiv) any Claim by an Indemnitee related to the status reason of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any entity's interest in the Aircraft, Facility or the Equipment Notes, Rocky Mountain Site or such Indemnitee's failure to act in respect of matters which are or were the Pass Through Certificates, obligation of Oglethorpe or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)another party under this Agreement.

Claims Excluded. The following are Any Claim, to the extent relating to or resulting from or arising out of or attributable to any of the following, is excluded from Company’s Guarantor's agreement to indemnify an any Indemnitee under this Section 4.02SECTION 6.1: (i) any Claim to the extent such Claim is attributable to acts acts, omissions or events occurring after (A) the Lien expiration or other termination of the Indenture has been dischargedLease and, where required by the Lease, return of the Leased Equipment to Lessor or its designee in compliance with the provisions of the Lease (other than Claims arising under SECTION 6.1(a)(ii) relating directly or indirectly to the ComEd Consent); (ii) with respect to a particular Indemnitee and Related Parties, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (a) in the case of any Investor, of any of its interest in Lessor, or (Bb) in the transfer case of possession Lessor, and if such action is taken at the written direction of any Investor, the Investor and Related Parties, of all or any of Lessor's interest in the Leased Equipment, or (c) in the case of the Aircraft pursuant to Article IV Noteholders, all or any of the Indenture except to Noteholders' interest in the extent that Notes, unless such Claim transfer is attributable to acts occurring required by the terms of the Basic Documents or occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) with respect to any Indemnitee and Related Parties, any Claim attributable to the gross negligence or willful misconduct of the Indemnitee seeking indemnification or a Related Party of such Indemnitee; (iv) as to any Indemnitee, any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct noncompliance of such Indemnitee or such Indemnitee’s a Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group Party, with any of the terms of, or any misrepresentation or breach of warranty by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, in any other Operative Basic Document or any Pass Through Document to which breach by such Indemnitee or a Related Party of any covenant contained in any Basic Document attributable to such Indemnitee or Related Party, unless attributable to the Lessee or the breach by another Person of such Related Indemnitee Group is a party its obligations under the Basic Documents or any agreement relating hereto or theretoimputed to the Indemnitee; (v) with respect to Agent, any Claim to the extent such Claim constitutes arising from a Lessor Lien attributable to such Indemniteeit; (vi) any Claim relating to the payment of any amount to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its a Related Indemnitee Group (other than during the occurrence and continuance Party has expressly agreed in any Basic Document to pay such amount without a right of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar securityreimbursement; (vii) any Claim that is a Tax, or is a cost of contesting a Tax, whether or not Guarantor is required to the extent such Claim is attributable indemnify therefor pursuant to SECTION 6.3; (Aviii) a any failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received by it under the Basic Documents and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim relating to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision costs and expenses of any other Operative Document Indemnitee in connection with any amendments or any Pass Through Document supplements to the Basic Documents requested by such Indemnitee or (B) a Person other than Company pursuant to any provision of any Operative Document Related Party if such amendment or any Pass Through Documentsupplement is not required by the Basic Documents; (x) any Claim Claim, under any theory of law, with respect to any actual or potential environmental liability, including but not limited to, any actual or potential liability arising under or related to Environmental Laws or Hazardous Materials, whether past, present or future, from the extent such Claim is an ordinary and usual operating ownership, operation or overhead expense or not an out-of-pocket expense actually incurreduse of the Leased Equipment; (xi) any Claim to that constitutes principal and/or interest on the extent such Claim is incurred Notes or Yield on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA;Investor Contributions; and (xii) any Claim to arising out of obligations expressly assumed by the extent such Claim is attributable to one Indemnitee seeking indemnification or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion a Related Party thereof; PROVIDED that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued terms "omission," "gross negligence" and "willful misconduct," when applied with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees or any Affiliate of any thereof, shall not be paid by, borne by, or reimbursed include any liability imputed as a matter of law to such Indemnitee solely by Company; (xiv) any Claim by an Indemnitee related to the status reason of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any entity's interest in the Aircraft, Leased Equipment or such Indemnitee's failure to act in respect of matters which are or were the Equipment Notes, the Pass Through Certificates, obligation of Lessee or Guarantor under this Agreement or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Basic Document.

Claims Excluded. The following are excluded from Company’s agreement Lessee shall have no obligation to indemnify an Indemnitee and hold harmless any Indemnified Person under this Section 4.027.1 (or otherwise under the Operative Documents) with respect to Claims described in any one or more of the following subsections: (ia) any Any Claim to the extent such Claim is attributable to acts or events occurring after the earlier of (Ai) the Lien of the Indenture has been discharged, or (B) the transfer of possession return of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies Lessor pursuant to Section 4.02 5 of the Indenture following the occurrence Lease and continuance of an Event of Default; (ii) any Claim the expiration or earlier termination of the Lease except to the extent such Claim is, arises pursuant to the exercise of remedies in accordance with Section 15 of the Lease in connection with an Event of Default that shall have occurred and be continuing; (b) Any Claim that is or is attributable to, to a Tax (or loss of including any Tax benefitbenefits), except whether or not Lessee is required to indemnify therefor under Section 7.2, it being agreed that Section 7.2 sets forth Lessee’s entire liability with respect to paying Taxes, other than Taxes taken into account in order to make an indemnity amounts payment under this Section 7.1 on an After-Tax Basis; (iiic) any Any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such Indemnitee any Indemnified Person (other than the gross negligence or such Indemnitee’s Related Indemnitee Groupwillful misconduct imputed as a matter of law to any Indemnified Person solely by reason of its interest in the Aircraft); (ivd) any Any Claim to the extent such Claim is attributable to the noncompliance failure by such Indemnitee any Indemnified Person to perform or such Indemnitee’s Related Indemnitee Group with observe any of the terms ofcovenant, agreement or other obligation to be performed or observed by it under, or any misrepresentation by an Indemnitee incorrectness of any representations or its Related Indemnitee Group warranties of any Indemnified Person contained in, this Agreement, the Lease or any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or theretothereto to which any such Indemnified Person is a party; (ve) any Any Claim that constitutes a Permitted Lien; (f) Any Claim to the extent such Claim constitutes a Lien attributable to the Transfer (voluntary or involuntary) (i) by any Indemnified Person of any interest in the Aircraft, the Airframe, any Engine, any Part, the Trust Estate, Rent or any interest arising under any Operative Document, or any similar interest or security, in each case other than such Indemniteea Transfer pursuant to the Return Conditions or Section 8 or 10 of the Lease or pursuant to the exercise of remedies in accordance with Section 15 of the Lease in connection with an Event of Default that shall have occurred and be continuing, or (ii) of any interest (direct or indirect) in any Indemnified Person; (vig) any Any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Owner Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party Operative Documents any amounts received and distributable by it thereunder; (viiih) any Any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect relating to any Operative Document cost, fee, expense or any Pass Through Document, other than such as have been requested by Company or payment obligation (i) that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company Lessee pursuant to any expense, indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document other than this Section 7.1 or (B) a Person other than Company Lessee pursuant to any provision of any Operative Document or any Pass Through Document(ii) that such Indemnified Person expressly agrees shall not be payable or borne by Lessee; (xi) any Any Claim to the extent such Claim that it is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredexpense; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.028.02: (i) any Claim with respect to any Aircraft, Airframe, Engine or Part to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture Aircraft Security Agreement has been discharged, discharged with respect to the same or (B) the transfer of possession of the Aircraft same pursuant to Article IV of the Indenture Aircraft Security Agreement except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture Aircraft Security Agreement with respect to the same following the occurrence and continuance of an Event of Default; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Aircraft Security Agreement; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying any indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, Indenture or any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition of any Note, all or any part of such Indemnitee’s interest in the Operative Documents or any interest in the Collateral or any similar security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the this Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security); (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee the Trustee, Paying Agent or other Agent to distribute in accordance with this Agreement Indenture or any other Operative Document any amounts received and distributable by it hereunder or thereunder, or (B) a failure on the part of Subordination the Security Agent to distribute in accordance with the Intercreditor Aircraft Security Agreement or any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party other Operative Document any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) paid by the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or (without duplication of any Pass Through Document payment obligation of the Company) or (B) payable or borne by a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredexpense; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative DocumentsCode; and (xvxii) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the any Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company or of any of its affiliates).

Claims Excluded. The following are excluded from Company’s agreement foregoing indemnity shall not extend to indemnify an any Expense of any Indemnitee under this Section 4.02to the extent attributable to one or more of the following: (i1) acts or omissions involving the willful misconduct, bad faith, fraud or gross negligence of such Indemnitee or any Claim Person acting on behalf of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Designated Aircraft); (2) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of the Operative Documents applicable to it (except to the extent such Claim is attributable to acts or events occurring after (A) failure was caused directly by the Lien failure of the Indenture has been discharged, or (B) Borrower to perform any of its obligations under the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of DefaultOperative Documents); (ii3) any Claim to representation or warranty by such Indemnitee in the extent such Claim is, Operative Documents or is attributable to, a Tax in connection therewith being incorrect; (or loss of any Tax benefit), except 4) with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained ina disposition, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation assignment or other disposition transfer (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in any Loan Certificate other than during the Operative Documents continuance of an Event of Default; (5) other than in the case of amounts necessary to make payments on an After-Tax Basis, any Tax, or increase in tax liability under any Tax law [**]; (6) to violations of applicable securities laws, including, without limitation, any federal, state or foreign securities laws, attributable to the Loan Participant’s own actions, or the Pass Through Documentsactions of anyone acting on behalf of the Loan Participant, in connection with any offer, sale, assignment or any other disposition of its interest in the Collateral Aircraft, the Loan or any similar securityLoan Certificate by the Loan Participant; (vii7) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers waivers, or consents with respect to any of the Operative Document or any Pass Through Document, Documents other than such as have been consented to, approved, authorized or requested by Company or that occur as the result Borrower; (8) any Expense which (a) is specified to be for account of an Event of Default, or such as are expressly required or contemplated by the provisions of Indemnitee pursuant to the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or without express right of reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of under any Operative Document or (b) any Pass Through DocumentIndemnitee agrees in writing to pay or such Indemnitee expressly agrees in writing shall not be paid or reimbursed by the Borrower; (x9) any Claim claim to the extent such Claim it is an ordinary and usual internal operating or overhead expense or not of such Indemnitee other than such expenses caused by an out-of-pocket expense actually incurredEvent of Default; (xi10) any Claim acts or events (other than acts or events related to the performance or failure to perform by Borrower of its obligations pursuant to the terms of the Operative Documents) that occur after the Loan Participant is required to release all Mortgage Estate from the Lien of the Mortgage for the Designated Aircraft, except to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one acts or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documentsevents occurring prior thereto; and (xv11) any Claim if another provision of a Operative Document specifies the extent of the Borrower’s responsibility or obligation with respect to such Expense, to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest Expense (in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or which case such other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliatesprovision shall govern).

Claims Excluded. The following are excluded from Companythe Borrower’s agreement to indemnify an any particular Indemnitee under this Section 4.02Article XII: (ia) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien a Tax covered under Article XIII of the Indenture has been dischargedthis Agreement, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such any Claim is attributable required to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts be paid on an After-Tax Basis; (iiib) any Claim to the extent such Claim is attributable to the gross negligence, willful misconduct or fraud of such Indemnitee (other than the gross negligence or willful misconduct imputed as a matter of law to such Indemnitee solely by reason of its interest in the Aircraft or such Indemnitee’s Related Indemnitee Groupany Operative Document); (ivc) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim unless and to the extent such Claim constitutes a Lien noncompliance or misrepresentation is attributable to such Indemniteenoncompliance by the Borrower with any of their respective obligations under the Operative Documents or to a misrepresentation by the Borrower contained in any Operative Document or certificate delivered pursuant thereto); (vid) any Claim to the extent such Claim is attributable to the offera cost, sale, assignment, transfer, participation fee or other disposition (whether voluntary or involuntary) expense payable by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that pursuant to any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) express provision of any Equipment Note Operative Document and for which the Borrower is not otherwise obligated to reimburse such Indemnitee directly or interest therein or Pass Through Certificate, all or indirectly pursuant to any part express provision of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (viie) any Claim to the extent such Claim is attributable to (A) a failure on would have arisen if such Indemnitee had not engaged in the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or transactions contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (xf) any Claim to the extent such Claim is an ordinary and usual operating operating, administrative or overhead expense or not of such Indemnitee other than such expenses caused by the occurrence of an out-of-pocket expense actually incurredEvent of Default; (xig) any Claim that constitutes a Finance Party Encumbrance attributable to such Indemnitee; (h) in the case of any Lenders, (A) any Claim resulting from any offer, sale or assignment of its Loans under this Agreement, unless an Event of Default shall have occurred and be continuing, and (B) any Claim to the extent attributable to violations of applicable securities laws attributable to such Claim is incurred on account of Lenders’ own actions in connection with any such offer, sale, assignment or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISAother disposition by such Lenders; (xiii) any Claim to the extent such Claim is attributable to one the authorization or more the giving by such Indemnitee of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubtany amendment, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued supplement, waiver or consent with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused (A) such as has been requested by acts or omissions of Company or any of its affiliates).the Borrower,

Claims Excluded. The following are excluded from Company’s agreement foregoing indemnity shall not extend to indemnify an any Expense of any Indemnitee under this Section 4.02to the extent attributable to one or more of the following: (i1) acts or omissions involving the willful misconduct, bad faith, fraud or gross negligence of such Indemnitee or any Claim Person acting on behalf of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Designated Aircraft); (2) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of the Operative Documents applicable to it (except to the extent such Claim is attributable to acts or events occurring after (A) failure was caused directly by the Lien failure of the Indenture has been discharged, or (B) Borrower to perform any of its obligations under the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of DefaultOperative Documents); (ii3) any Claim to representation or warranty by such Indemnitee in the extent such Claim is, Operative Documents or is attributable to, a Tax in connection therewith being incorrect; (or loss of any Tax benefit), except 4) with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained ina disposition, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation assignment or other disposition transfer (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in any Loan Certificate other than during the Operative Documents continuance of an Event of Default; (5) other than in the case of amounts necessary to make payments on an After-Tax Basis, any Tax, or increase in tax liability under any Tax law [**]; (6) to violations of applicable securities laws, including, without limitation, any federal, state or foreign securities laws, attributable to the Loan Participant’s own actions, or the Pass Through Documentsactions of anyone acting on behalf of the Loan Participant, in connection with any offer, sale, assignment or any other disposition of its interest in the Collateral Aircraft, the Loan or any similar securityLoan Certificate by the Loan Participant; (vii7) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers waivers, or consents with respect to any of the Operative Document or any Pass Through Document, Documents other than such as have been consented to, approved, authorized or requested by Company or that occur as the result Borrower; (8) any Expense which (a) is specified to be for account of an Event of Default, or such as are expressly required or contemplated by the provisions of Indemnitee pursuant to the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or without express right of reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of under any Operative Document or (b) any Pass Through DocumentIndemnitee agrees in [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. writing to pay or such Indemnitee expressly agrees in writing shall not be paid or reimbursed by the Borrower; (x9) any Claim claim to the extent such Claim it is an ordinary and usual internal operating or overhead expense or not of such Indemnitee other than such expenses caused by an out-of-pocket expense actually incurredEvent of Default; (xi10) any Claim acts or events (other than acts or events related to the performance or failure to perform by Borrower of its obligations pursuant to the terms of the Operative Documents) that occur after the Loan Participant is required to release all Mortgage Estate from the Lien of the Mortgage for the Designated Aircraft, except to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one acts or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documentsevents occurring prior thereto; and (xv11) any Claim if another provision of a Operative Document specifies the extent of the Borrower’s responsibility or obligation with respect to such Expense, to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest Expense (in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or which case such other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliatesprovision shall govern).

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder;, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; 15 Participation Agreement (Spirit 2017-1 EETC) [Reg. No.] (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by the Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of the Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with the Company unrelated to the transactions contemplated by the Operative Documents; andand 16 Participation Agreement (Spirit 2017-1 EETC) [Reg. No.] (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company or of any of its affiliates).

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by the Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of the Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with the Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company or of any of its affiliates).

Claims Excluded. The following are excluded from Companythe Borrower’s agreement to indemnify an Indemnitee under this Section 4.02: 6.2: (i) any Any Claim to the extent such Claim is attributable to acts or events occurring (x) after the Loans shall have been paid in full and the Commitments have been permanently terminated or (Ay) with respect to any Eligible Aircraft and its related Collateral, after the same has been released from the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft Security Agreement pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; terms thereof; (ii) any Any Claim to the extent such Claim is, or is attributable to, a Tax (Tax, whether or loss of any Tax benefit), except with respect not the Borrower is required to paying indemnity amounts on an After-Tax Basis; indemnify therefor under Section 2.3; (iii) any Any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; ; (iv) any Any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an such Indemnitee or its such Indemnitee’s Related Indemnitee Group contained in, this Agreement, Credit Agreement or any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; ; (v) any Any Claim to the extent such Claim constitutes a Permitted Lien attributable which, if Of Record, ranks junior in priority to such Indemnitee; the Lien of the Security Agreement; (vi) any Any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note of the Loans or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any (other than a transfer by such Indemnitee of its interest in the Collateral or any similar security; (vii) any Claim pursuant to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions Article V of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through TrusteesSecurity Agreement); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s the Lessee's agreement to indemnify an any Indemnitee under this Section 4.02:10(b): (i) any Any Claim to the extent caused by acts or events occurring after the earlier of (x) the return of the Aircraft pursuant to the Return Conditions (it being understood that the date of the placement of the Aircraft in storage as provided in Section G of the Return Conditions constitutes the date of return of the Aircraft under the Lease), and (y) the expiration or earlier termination of the Lease under circumstances not requiring the return of the Aircraft, unless and to the extent such Claim is attributable to acts or events occurring after (A) the Lien failure of the Indenture has been discharged, Lessee to perform its obligations under the Lease in full compliance therewith or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 15 of the Indenture Lease following the occurrence and continuance of an Event of DefaultDefault thereunder; (ii) any Any Claim to the extent such Claim isattributable to a Tax, or any Claim of the Owner Participant to the extent attributable to a Loss, whether or not Lessee is attributable torequired to indemnify therefor under Section 10(c) of this Participation Agreement or the Tax Indemnity Agreement, a Tax (or loss of any Tax benefit)provided that this Section 10(b)(4)(ii) shall not exclude the reasonable out-of-pocket costs, except disbursements and expenses incurred with respect to paying indemnity amounts on an After-Tax BasisTaxes for which the Lessee is required to indemnify under Section 10(c) of this Participation Agreement; (iii) any Any Claim to the extent such Claim is attributable to caused by the gross negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance any gross negligence or willful misconduct imputed as a matter of an Event law to such Indemnitee solely by reason of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s its interest in the Operative Documents Aircraft or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the its status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by any of the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).;

Claims Excluded. The following are excluded from Company’s the agreement to indemnify an Indemnitee under this Section 4.026.1: (i) Claims with respect to any Claim Unit to the extent such Claim is attributable to acts or events occurring after (A) the release of the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that on such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of DefaultUnit; (ii) any Claim Except to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect amounts required to paying indemnity amounts be paid on an After-Tax Basis, claims which are Taxes, any loss of Tax benefits and any costs or expenses of contesting any Tax or loss of Tax benefits; (iii) with respect to any Claim particular Indemnified Person, Claims to the extent such Claim is attributable to resulting from (x) the gross negligence or willful misconduct of such Indemnitee Indemnified Person, or (y) any breach of any covenant to be performed by such Indemnitee’s Related Indemnitee Group;Indemnified Person under any of the Operative Agreements, or the falsity of any representation or warranty of such Indemnified Person in any of the Operative Agreements or in a document or certificate delivered in connection therewith. (iv) any Claim to in the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any case of the terms ofLoan Participant, or any misrepresentation other than during the continuance of an Event of Default and other than a disposition consented to by an Indemnitee or its Related Indemnitee Group contained inthe Owner, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by the Loan Participant of all or on behalf any part of such Indemnitee or its Related Indemnitee Group (other than during interest in an Equipment Note or, in the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) case of any Equipment Note or interest therein or Pass Through Certificateother Indemnified Person, a disposition by such Indemnified Person of all or any part of such IndemniteeIndemnified Person’s interest in the Operative Documents Equipment or the Pass Through Documents, or any interest in the Collateral or any similar securityOperative Agreements; (viiv) any Claim to other than during the extent such Claim is attributable to (A) a failure on the part continuation of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunderan Event of Default, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents Agreements, which amendments, supplements, waivers or consents are not required pursuant to the Pass Through Documentsterms of the Operative Agreements and not requested by Owner; (ixvi) any Claim to the extent such Claim is payable fine or borne expense incurred by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Indemnified Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any such Indemnified Person’s having engaged in a “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xiivii) any Claim amount which constitutes an expense that is to be borne by any Indemnified Person pursuant to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees)Operative Agreements; (xiiiviii) any Claim to costs associated with overhead or normal administration of the extent such Claim is attributable to Indenture Estate; (ix) any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Companyconstitutes a loss of future profits; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s Oglethorpe's agreement to indemnify an any Indemnitee under this Section 4.0211.1: (i) any Claim to the extent attributable to acts, omissions or events occurring after the earlier of (and not based on circumstances or conditions occurring before) the latest of (x) the return of the Facility Lessor's Rocky Mountain Interest in full compliance of Section 5 of the Facility Lease, if applicable, and (y) the expiration or earlier termination of the Facility Sublease in compliance with the terms thereof under circumstances not requiring the return of the Facility Sublessor's Rocky Mountain Interest, unless, and to the extent such Claim is attributable to acts actions, omissions or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an a Sublease Event of Default; (ii) without limiting Oglethorpe's obligations under paragraph (d) below, any Claim (other than an indemnity payable to the extent such Claim isLender under Section 11.1(a)(xii) hereof) that is a Tax, or is attributable to, a cost of contesting a Tax (imposed on, or loss of any asserted against, the Indemnitee or an Affiliate, whether or not Oglethorpe is required to indemnify therefor under Section 11.2 hereof or the Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisIndemnity Agreement; (iii) with respect to any Indemnitee, any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such Indemnitee unless attributable to (a) any breach by Oglethorpe or such Indemnitee’s Related Indemnitee Groupits Affiliates of any covenant, representation or warranty contained in any Transaction Document or (b) any breach by any other Transaction Party or its Affiliates of any covenant, representation or warranty made by it in any Transaction Document; (iv) as to any Indemnitee, any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or of such Indemnitee’s Related Indemnitee Group , with any of the terms of, or any misrepresentation or breach of warranty by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, in any other Operative Document or any Pass Through Document to which made by such Indemnitee or any of breach by such Related Indemnitee Group is a party or any agreement relating hereto Party Related thereto of any covenant contained in any Operative Document made by such Indemnitee unless attributable to (a) any breach by Oglethorpe or theretoits Affiliates of any covenant, representation or warranty contained in any Transaction Document or (b) any breach by any other Transaction Party or its Affiliates of any covenant, representation or warranty made by it in any Transaction Document; (v) as to any Indemnitee, any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation transfer or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee of its interest (whether direct or its Related Indemnitee Group (beneficial) in any Operative Document or in the Facility Lessor's Rocky Mountain Interest or the Trust Estate, other than a transfer by such Indemnitee (A) required by the terms of an Operative Document or (B) any transfer during the occurrence and continuance of an a Sublease Payment Default, Sublease Bankruptcy Default or Sublease Event of Default; provided that ; (vi) with respect to the Trustees and the Trust Companies, any such offer, sale, assignment, transfer, participation Claim constituting or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar securityarising from a Facility Lessor's Lien; (vii) any Claim with respect to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement Owner Participant, any claim constituting or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunderarising from an Owner Participant's Lien; (viii) any Claim relating to the extent such Claim is attributable to the authorization or giving or withholding payment of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related constitutes Transaction Costs which the Owner Participant is obligated to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).pay pursuant to

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default;; Participation Agreement (2019-1 EETC) N907DN (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder;; Participation Agreement (2019-1 EETC) N907DN (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; andand Participation Agreement (2019-1 EETC) N907DN (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from the Company’s 's agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has Equipment Notes shall have been discharged, paid in full or (By) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that unless such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisTax; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s 's Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s 's Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s 's interest in the Operative Documents or the Pass Through Documents, Documents or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document the Indenture any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (Aa) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (Bb) a Person in its individual capacity other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredexpense; (xi) any Claim to the extent such Claim is incurred on account of by or asserted as a result of (A) any “"prohibited transaction” " within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA;Code; and (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s agreement Notwithstanding anything contained in Section 4.03(b), LATAM shall not be required to indemnify an indemnify, protect, defend and hold harmless any Indemnitee under this pursuant to Section 4.024.03(b) in respect of any Expense of such Indemnitee: (i) For any Claim Taxes or a loss of Tax benefit, whether or not LATAM is required to indemnify therefor pursuant to Section 4.04; (ii) Except to the extent such Claim is attributable to acts or events occurring after prior thereto, acts or events (A) other than acts or events related to the Lien performance by LATAM of its obligations pursuant to the terms of the Operative Agreements) that occur after the Indenture has been discharged, or (B) the transfer of possession is required to be terminated in accordance with Section 10.01 of the Aircraft pursuant to Article IV of the Indenture except to the extent Indenture; provided, that such Claim is attributable to acts occurring nothing in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; this clause (ii) shall be deemed to exclude or limit any Claim claim that any Indemnitee may have under applicable law by reason of an Indenture Event of Default or for damages from LATAM for breach of LATAM’s covenants contained in the Operative Agreements or to release LATAM from any of its obligations under the extent such Claim is, or is attributable to, a Tax (or loss Operative Agreements that expressly provide for performance after termination of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basisthe Indenture; (iii) any Claim to To the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; any Transfer (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein therein, except for out-of-pocket costs and expenses incurred as a result of any such Transfer pursuant to the exercise of remedies under any Operative Agreement; (iv) To the extent attributable to the gross negligence or Pass Through Certificate, all willful misconduct of such Indemnitee or any part related Indemnitee (as defined below) (other than gross negligence or willful misconduct imputed to such person solely by reason of such Indemnitee’s its interest in the Operative Documents or the Pass Through Documents, Aircraft or any interest in Operative Agreement); (v) To the Collateral extent attributable to the incorrectness or breach of any representation or warranty of such Indemnitee or any similar securityrelated Indemnitee contained in or made pursuant to any Operative Agreement; (vi) To the extent attributable to the failure by such Indemnitee or any related Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in any Operative Agreement; (vii) any Claim to To the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an such Indemnitee (or any member of such Indemnitee’s Related related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, provincial, state or foreign securities laws (other than any thereof caused by acts or omissions of Company LATAM); (A) With respect to any Indemnitee (other than Loan Trustee), to the extent attributable to the failure of Loan Trustee to distribute funds received and distributable by it in accordance with the Indenture, (B) with respect to any Indemnitee (other than Subordination Agent), to the extent attributable to the failure of Subordination Agent to distribute funds received and distributable by it in accordance with the Intercreditor Agreement, (C) with respect to any Indemnitee (other than the Pass Through Trustees), to the extent attributable to the failure of a Pass Through Trustee to distribute funds received and distributable by it in accordance with the Pass Through Trust Agreements, (D) with respect to any Indemnitee (other than Escrow Agent), to the extent attributable to the failure of Escrow Agent to pay funds received and payable by it in accordance with any Escrow Agreement, (E) with respect to any Indemnitee (other than Paying Agent), to the extent attributable to the failure of Paying Agent to distribute funds received and distributable by it in accordance with any Escrow Agreement, (F) to the extent attributable to the failure of Depositary to pay funds payable by it in accordance with any Deposit Agreement, (G) with respect to Loan Trustee, to the extent attributable to the gross negligence or willful misconduct of Loan Trustee in the distribution of funds received and distributable by it in accordance with the Indenture, (H) with respect to Subordination Agent, to the extent attributable to the gross negligence or willful misconduct of Subordination Agent in the distribution of funds received and distributable by it in accordance with the Intercreditor Agreement, (I) with respect to the Pass Through Trustees, to the extent attributable to the gross negligence or willful misconduct of a Pass Through Trustee in the distribution of funds received and distributable by it in accordance with the Pass Through Trust Agreements, (J) with respect to Escrow Agent, to the extent attributable to the gross negligence or willful misconduct of Escrow Agent in the payment of funds received and payable by it in accordance with any Escrow Agreement, (K) with respect to Paying Agent, to the extent attributable to the gross negligence or willful misconduct of Paying Agent in the distribution of funds received and distributable by it in accordance with any Escrow Agreement and (L) with respect to Securities Intermediary, to the extent attributable to the gross negligence or willful misconduct of Securities Intermediary in the distribution of funds received and distributable by it in accordance with the Indenture. (ix) Other than during the continuation of an Indenture Event of Default, to the extent attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Agreement other than such as have been requested by LATAM or as are required by or made pursuant to the terms of the Operative Agreements (unless such requirement results from the actions of an Indemnitee not required by or made pursuant to the Operative Agreements); (x) To the extent attributable to any amount which any Indemnitee expressly agrees to pay or such Indemnitee expressly agrees shall not be paid by or be reimbursed by LATAM; (xi) To the extent that it is an ordinary and usual operating or overhead expense; (xii) For any Lien attributable to such Indemnitee or any related Indemnitee; (xiii) If another provision of its affiliates)an Operative Agreement specifies the extent of LATAM’s responsibility or obligation with respect to such Expense, to the extent arising therefrom other than the failure of LATAM to comply with such specified responsibility or obligation; or (xiv) To the extent incurred by or asserted against an Indemnitee as a result of any “prohibited transaction”, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code. For purposes of this Section 4.03, a Person shall be considered a “related” Indemnitee with respect to an Indemnitee if such Person is an Affiliate or employer of such Indemnitee, a director, officer, employee, agent, or servant of such Indemnitee or any such Affiliate or a successor or permitted assignee of any of the foregoing.

Claims Excluded. The following are excluded from the Company’s 's agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has Equipment Notes shall have been discharged, paid in full or (By) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that unless such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisTax; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s 's Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s 's Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s 's interest in the Operative Documents or the Pass Through Documents, Documents or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document the Indenture any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (Aa) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (Bb) a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredexpense; (xi) any Claim to the extent such Claim is incurred on account of by or asserted as a result of (A) any “"prohibited transaction” " within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA;Code; and (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security;; Participation Agreement (2019-1 EETC) N510DN (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees);; Participation Agreement (2019-1 EETC) N510DN (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s the Lessee's --------------- agreement to indemnify an Indemnitee under this Section 4.027.2: (i) Claims with respect to any Claim Unit to the extent such Claim is attributable to acts or events occurring after (Aexcept in any case where remedies are being exercised under Section 15 of the Lease or the Lessee has assumed any of the obligations with respect to the Equipment Notes under Section 3.6 of the Indenture) the last to occur of (x) with respect to such Unit, the earlier to occur of the termination of the Lease or the expiration of the Lease Term in accordance with the terms thereof, (y) with respect to each Unit, the return of such Unit to the Lessor in accordance with the terms of the Lease (it being understood that, so long as any Unit is in storage as provided in Section 6.1 (c) of the Lease, the date of return thereof for the purpose of this clause (i) shall be the last day of the Storage Period), and (z) the release of the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that on such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of DefaultUnit; (ii) any Claim Claims which are Taxes, whether or not the Lessee is required to indemnify therefor under Section 7.1 hereof or under the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisIndemnity Agreement; (iii) with respect to any Claim particular Indemnified Person, Claims to the extent such Claim is attributable to resulting from (x) the gross negligence or willful misconduct of such Indemnitee Indemnified Person, or (y) any breach of any covenant to be performed by such Indemnitee’s Related Indemnitee GroupIndemnified Person under any of the Operative Agreements, or the falsity of any representation or warranty of such Indemnified Person in any of the Operative Agreements or in a document or certificate delivered in connection therewith; (iv) any Claim to the extent such Claim is attributable to any transfer by the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any Lessor of the terms of, Equipment or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document portion thereof or any transfer by the Owner Participant of all or any portion of its interest in the Trust Estate other than (A) any transfer after a Lease Event of Default, (B) the transfer of all or any portion of the Equipment or any Owner Participant's interest in the Equipment to the Lessee, (C) the transfer of all or any portion of the Equipment to a third party pursuant to Lessee's election to terminate the Lease or (D) any transfer of all or any portion of the Equipment pursuant to Section 6.9; provided, however, that with respect to any such Claim, if the Lessee shall have elected to assume all of the rights and obligations of the Owner Trustee under the Indenture in respect of the Equipment Notes, pursuant to Section 3.6 of the Indenture, the Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or theretoTrustee and the Indenture Trustee shall remain Indemnified Persons and shall not be excluded from the indemnification under this Section 7.2; (v) with respect to any particular Indemnified Person, any Claim to resulting from the extent such Claim constitutes a imposition of any Lessor's Lien attributable to such Indemnitee;Indemnified Person; or (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or particular Indemnified Person, any Pass Through DocumentClaim, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent the risk thereof has been expressly assumed by such Claim is payable or borne Indemnified Person in connection with the exercise by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a such Indemnified Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions right of inspection granted under Section 406 of ERISA or Section 4975 6.2 of the Code (“Similar Law”Lease, inspection or restenciling under Section 6.1(c) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, Lease or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation inspection under Section 13.2 of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Lease.

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; ; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Participation Agreement (2012-1 EETC) [Reg. No.] Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred;; Participation Agreement (2012-1 EETC) [Reg. No.] (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or of any of its affiliates).

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of Escrow Agent to distribute in accordance with the Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of Paying Agent to distribute in accordance with the Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or of any of its affiliates).

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02:: 14 Participation Agreement (American Airlines 2021-1 EETC) [Reg. No.] (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, discharged or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Indenture; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying any indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to (or exceeds the amount that would have been imposed in the absence of) the offer, sale, assignment, transfer, participation or other disposition of any Equipment Note or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents or any interest in any Collateral or any similar security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law); 15 Participation Agreement (American Airlines 2021-1 EETC) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security;[Reg. No.] (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) paid by the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document (without duplication of any payment obligation of the Company) or (B) payable or borne by a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state state, or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees);; 16 Participation Agreement (American Airlines 2021-1 EETC) [Reg. No.] (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and; (xvxiv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company or of any of its affiliates); and (xv) any Claim to the extent attributable to any amount which any Indemnitee expressly agrees to pay or such Indemnitee expressly agrees shall not be paid by or be reimbursed by Company.

Claims Excluded. The following are excluded from Company’s the Grantors’ agreement to indemnify an Indemnitee under this Section 4.026.11: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has been dischargedFirst Priority Obligations Payment Date, (y) with respect to an Airframe, Engine, Spare Engine or (B) Spare Part, the transfer of possession of the Aircraft thereof pursuant to Article IV of the Indenture this Mortgage except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture this Mortgage following the occurrence and continuance of an Event of DefaultDefault or (z) any disposition of the Collateral permitted hereunder or under the Credit Agreement; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisExcepted Tax; (iii) any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such Indemnitee or attributable to negligence by such Indemnitee’s Related Indemnitee Groupin exercising its right of inspection; (iv) any Claim to the extent such Claim is attributable to the noncompliance with or breach by such Indemnitee or such Indemnitee’s Related Indemnitee Group with of any of the terms of, or any misrepresentation by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Loan Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lender Lien or Collateral Agent Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than as a result of, or following, or in lieu of exercising remedies during the occurrence and continuance of of, an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through CertificateLoan, all or any part of such Indemnitee’s interest in the Operative Loan Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee the Collateral Agent to distribute in accordance with this Agreement or any other Operative Document Mortgage any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; ; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Loan Document, other than such as have been requested or consented to by Company or that occur as the result of an Event of Defaulta Grantor, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Loan Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s Lessee's agreement to indemnify an Indemnitee under this Section 4.024.03: (i) Except to the extent fairly attributable to acts or events occurring prior thereto, any Claim to the extent such Claim is attributable to acts or events occurring after the earlier of (Ax) the Lien of the Indenture has been discharged, or (B) the transfer return of possession of the Aircraft to Owner Trustee or its designee pursuant to Article IV the terms of the Indenture except to Lease, or (y) the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 termination of the Indenture following the occurrence and continuance of an Event of DefaultLease in accordance with Section 9 or Section 19 thereof; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any related to the Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisIndemnity Agreement; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s 's Related Indemnitee Group (other than negligence imputed to such Indemnitee (or such Indemnitee's Related Indenture Group) solely by reason of its interest in the Aircraft); (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s 's Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document, any Original Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than, in the case of Owner Trustee, as contemplated by the Lease, and other than during the occurrence and continuance of an Event of Default; , provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture Operative Documents and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s 's interest in the Operative Documents or the Pass Through Documents, Documents or any interest in the Collateral Indenture Estate or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document the Indenture any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder or (D) a failure on the part of Owner Trustee to distribute in accordance with the Trust Agreement any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company Lessee or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (Aa) Company Lessee pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (Bb) a Person other than Company Lessee pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “"prohibited transaction” " within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISACode; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s Lessee's aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; andLessee; (xvxiv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, Trust Estate or the Equipment Notes, the Pass Through Certificates, Trust Agreement or any similar interest, in violation interest other than during the occurrence and continuation of an Event of Default; and (xv) any Claim by an Indemnitee related to the status of such Indemnitee or such Indemnitee's Related Indemnitee Group being a manufacturer of the Securities Act Airframe, any Engine or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Part.

Claims Excluded. The following are excluded from Company’s agreement foregoing indemnity shall not extend to indemnify an any Expense of any Indemnitee under this Section 4.02to the extent attributable to one or more of the following: (i1) acts or omissions involving the willful misconduct, bad faith, fraud or gross negligence of such Indemnitee or any Claim Person acting on behalf of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Designated Aircraft); (2) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of the Operative Documents applicable to it (except to the extent such Claim is attributable to acts or events occurring after (A) failure was caused directly by the Lien failure of the Indenture has been discharged, or (B) Borrower to perform any of its obligations under the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of DefaultOperative Documents); (ii3) any Claim to representation or warranty by such Indemnitee in the extent such Claim is, Operative Documents or is attributable to, a Tax in connection therewith being incorrect; (or loss of any Tax benefit), except 4) with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained ina disposition, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation assignment or other disposition transfer (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in any Loan Certificate other than during the Operative Documents continuance of an Event of Default; (5) other than in the case of amounts necessary to make payments on an After-Tax Basis, any Tax, or increase in tax liability under any Tax law [**]; [**] — Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (6) to violations of applicable securities laws, including, without limitation, any federal, state or foreign securities laws, attributable to the Underwriters or any Loan Participant’s own actions, or the Pass Through Documentsactions of anyone acting on behalf of the Underwriters or such Loan Participant, in connection with any offer, sale, assignment or any other disposition of its interest in the Collateral Aircraft, the Loans or any similar securityLoan Certificate by such Loan Participant; (vii7) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers waivers, or consents with respect to any of the Operative Document or any Pass Through Document, Documents other than such as have been consented to, approved, authorized or requested by Company or that occur as the result Borrower; (8) any Expense which (a) is specified to be for account of an Event of Default, or such as are expressly required or contemplated by the provisions of Indemnitee pursuant to the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or without express right of reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of under any Operative Document or (b) any Pass Through DocumentIndemnitee agrees in writing to pay or such Indemnitee expressly agrees in writing shall not be paid or reimbursed by the Borrower; (x9) any Claim claim to the extent such Claim it is an ordinary and usual internal operating or overhead expense or not of such Indemnitee other than such expenses caused by an out-of-pocket expense actually incurredEvent of Default; (xi10) any Claim acts or events (other than acts or events related to the performance or failure to perform by Borrower of its obligations pursuant to the terms of the Operative Documents) that occur after the Security Trustee is required to release all Mortgage Estate from the Lien of the Mortgage for the Designated Aircraft, except to the extent such Claim is incurred on account of attributable to acts or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISAevents occurring prior thereto; (xii11) any Claim if another provision of a Operative Document specifies the extent of the Borrower’s responsibility or obligation with respect to such Expense, to the extent of such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates Expense (in the event of doubt, any Claim shall be allocated between the Aircraft and which case such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trusteesprovision shall govern); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv12) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation failure of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused Security Trustee to distribute funds received and distributable by acts or omissions of Company or any of its affiliates)it in accordance with the Operative Documents.

Claims Excluded. The following are Any Claim, to the extent relating to or resulting from or arising out of or attributable to any one or more of the following, is excluded from CompanyTVA’s agreement to indemnify an any Indemnitee under this Section 4.029.1: (i) any Claim to the extent such Claim is attributable to acts acts, omissions or events occurring after expiration or early termination of the Network Lease and, where required by the Network Lease, surrender to the Owner Lessor or its successor of TVA’s interest in the Undivided Interest, other than any acts, omissions or events to cure, remediate or correct any failure to return the Undivided Interest in compliance with the provisions of the Network Lease; provided, however, that the foregoing shall not limit TVA’s obligations under Section 18 of the Network Lease; (ii) with respect to a particular Indemnitee and Related Parties, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (A) in the Lien case of the Indenture has been dischargedOwner Participant, the Owner Participant of any of its interest in the Beneficial Interest (other than pursuant to Section 14), (B) in the case of the Owner Lessor, and if such action is taken at the written direction of the Owner Participant, the Owner Participant and Related Parties, the Owner Lessor of all or any of its interest in the Owner Lessor’s Interest, or (C) in the case of the Lease Indenture Trustee, the Lease Indenture Trustee of any of its interest in the Lessor Note or any Additional Lessor Notes, unless in the case of clauses (A), (B) or (C) such transfer is required by the transfer of possession terms of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring Operative Documents or occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Indemnitee, any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or a Related Party unless such Indemnitee’s Related Indemnitee Groupnegligence or willful misconduct is attributable to any breach by TVA or its Affiliates of any covenant, representation or warranty contained in any Operative Document; (iv) as to any Indemnitee, any Claim to the extent such Claim is attributable to the noncompliance by of such Indemnitee or such Indemnitee’s a Related Indemnitee Group Party with any of the terms of, or any misrepresentation or breach of warranty by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which made by such Indemnitee or any breach by such Indemnitee or a Related Party of any covenant contained in any Operative Document made by such Indemnitee or Related Indemnitee Group is a party Party unless attributable to any breach by TVA or its Affiliates of any agreement relating hereto covenant, representation or theretowarranty contained in any Operative Document; (v) with respect to the Owner Trustee or the Trust Company, any Claim to the extent such Claim constitutes a constituting or arising from an Owner Lessor’s Lien attributable to such Indemniteeit; (vi) any Claim with respect to the extent such Claim is attributable to the offerOwner Participant, sale, assignment, transfer, participation any claim constituting or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of arising from an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such IndemniteeOwner Participant’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar securityLien; (vii) any Claim amount which constitutes Transaction Costs which the Owner Participant is obligated to pay pursuant to Section 2.4(a) hereof or any other amount to the extent such Indemnitee or a Related Party has expressly agreed in any Operative Document to pay such amount without express right of reimbursement; (viii) any Claim that is attributable a Tax, or is a cost of contesting a Tax, whether or not TVA is required to indemnify therefor pursuant to Section 9.2 or under the Tax Indemnity Agreement; (Aix) a any failure on the part of Loan Trustee to distribute in accordance with this Agreement the Trust Company or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Owner Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received by it under the Operative Documents and distributable by it thereunder; (viiix) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to a particular Indemnitee and Related Party, any obligation or liability expressly assumed in any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any Indemnitee seeking indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall any amendment not be paid byrequested by TVA, borne by, required by Applicable Law or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status terms of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xvxii) any Claim that constitutes principal or interest on the Lessor Note, any Additional Lessor Notes, or the corresponding payments under the Certificates or any Additional Certificates; provided that the terms “omission,” “negligence,” and “willful misconduct,” when applied with respect to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the AircraftOwner Trustee, the Equipment NotesTrust Company, the Owner Participant, the Lease Indenture Trustee, the Pass Through Certificates, Trustee or any similar interestAffiliate of any thereof, shall not include any liability imputed as a matter of law to such Indemnitee solely by reason of any such entity’s interest in violation of the Securities Act Undivided Interest or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company the Software Rights or any such Indemnitee’s failure to act in respect of its affiliates)matters which are or were the obligation of TVA under this Agreement or any other Operative Document.

Claims Excluded. The With respect to any Indemnified Person, the following are excluded from Company’s each Lessee's agreement to indemnify an Indemnitee under this Section 4.0210: (i) any Claim (including any Claim for Taxes) incurred by, or imposed on, the Indemnified Person (other than Ex-Im Bank or a Related Indemnitee of Ex-Im Bank at any time which Ex-Im Bank is a Lender) to the extent it would not have been imposed if such Claim is attributable Indemnified Person or a Related Indemnitee (other than a Related Indemnitee of Ex-Im Bank) had not engaged in transactions unrelated to acts those contemplated by this Agreement or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Defaultany other Operative Document; (ii) with respect to any particular Indemnified Person, any Claim to the extent caused by the gross negligence, willful misconduct or fraud of such Claim is, Indemnified Person or is attributable to, a Tax Related Indemnitee (or loss other than a Related Indemnitee of any Tax benefitEx-Im Bank) (other than as may be imputed to such Indemnified Person as a result of its participation in the transactions contemplated by the Operative Documents), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) with respect to any particular Indemnified Person (other than Ex-Im Bank), any Claim to the extent such Claim is attributable to arising as a result of the negligence breach or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group non-compliance with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, Agreement or any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or theretothereto by which such Indemnified Person or a Related Indemnitee is expressly bound, by such Indemnified Person or a Related Indemnitee (including the imposition against such Indemnified Person or a Related Indemnitee of any Lessor Lien or Lender Lien); (iv) with respect to any particular Indemnified Person, any Claim that would not have been imposed in the absence of an amendment of or supplement to any Operative Document (other than an amendment or supplement made while a Lease Event of Default or a Loan Event of Default is continuing) by such Indemnified Person or a Related Indemnitee (other than a Related Indemnitee of Ex-Im Bank) made in violation of the terms hereof or thereof; (v) with respect to each Lessee (but without limiting such Claim with respect to any Other Lessee), any Claim to the extent such Claim constitutes a Lien attributable to acts, omissions or events occurring with respect to the period after full and final compliance by such IndemniteeLessee with all of the terms of the Leases to which it is a party and performance by such Lessee of all of its obligations hereunder and under each such Lease; (vi) any Claim for Taxes imposed on an Indemnified Person (other than Ex-Im Bank or a Related Indemnitee of Ex-Im Bank at any time when Ex-Im Bank is a Lender) relating to any Aircraft or the related Airframe or any related Engine or Part to the extent such Claim is attributable to acts, omissions or events (other than those of or attributable to any Lessee, any Operating Lessee, the offerGuarantors or their agents) that occur after possession of such Aircraft, Airframe, Engine or part, as the case may be, has been delivered to the relevant Lessor pursuant to the Lease for such Aircraft (other than following a Lease Event of Default or a Loan Event of Default) and each relevant Lessee has performed all of its obligations thereunder; provided, however, that in the case of Ex-Im Bank, this clause shall not apply to acts, omissions or events occurring or arising before the principal of, and interest on, and all other amounts due with respect to the Loans or otherwise payable under the Operative Documents are paid in full; (vii) any Claim for Taxes incurred by, or imposed on, an Indemnified Person (other than Ex-Im Bank and any holder of a Note subsequent to Ex-Im Bank) to the extent it results from any sale, assignmentassignment (except for any assignment under and in compliance with the Security Documents), transfer, participation or other disposition (whether voluntary or involuntary) by such Indemnified Person or on behalf of such Indemnitee or its a Related Indemnitee Group (of any interest of any such Person in any of the Loans, any Aircraft, any Airframe, any Engine, any Part, any Lessor or any other Indemnified Person or in the Operative Documents other than any sale, assignment, transfer, participation or disposition (A) in connection with an exercise of remedies during the occurrence and continuance of an a Lease Event of Default or Loan Event of Default; provided that (B) at any time following the termination of any Lease or acceleration of the Loans pursuant to the Loan Agreement relating to such Aircraft or Loan; (C) in connection with the termination of the Lease for such Aircraft at the discretion of the relevant Lessee; (D) in connection with the exercise by any such offerIndemnified Person of its rights or remedies under any Operative Document; (E) that occurs upon the request of any Lessee or any Operating Lessee or (F) that occurs pursuant to Sections 7, 8 or 9 of the Lease for such Aircraft; provided, however, that this clause (vii) shall only apply to a sale, assignment, transfer, participation or other disposition during of the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through CertificateLoans, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documentsthereof, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim that the Tax for which an indemnity is attributable to (A) a failure on being claimed existed as of the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunderdate hereof; (viii) any Claim for Taxes imposed against or payable by an Indemnified Person by any jurisdiction or taxing authority thereof as a result of a failure by such Indemnified Person or a Related Indemnitee (other than a Related Indemnitee of Ex-Im Bank) to comply with any certification or other procedure as required by the law of the jurisdiction imposing the Tax as a precondition to any exemption from, or reduction of, such Tax to which such Indemnified Person would be entitled, so long as (A) the Indemnified Person would have been able to comply with such requirement, (B) such procedure or compliance therewith would not expose such Indemnified Person to any cost or risk of materially adverse consequences, and (C) any Lessee provides to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions Indemnified Person written notice of the Operative Documents relevant Tax and of the relevant certification or procedure in sufficient time and assistance to allow the Pass Through DocumentsIndemnified Person to timely comply with such certification or procedure; (ix) with respect to any particular Indemnified Person (other than Ex-Im Bank or a Related Indemnitee of Ex-Im Bank at any time which Ex-Im Bank is a Lender), any Claim to for Taxes (not including sales, use, rental, ad valorem, license, property, stamp, or value added Taxes) imposed on the extent such Claim is payable overall net income, net profits, net receipts or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision net gains of any other Operative Document Indemnified Person by the jurisdiction in which it is incorporated or maintains its principal place of business or in any Pass Through Document or jurisdiction in which it conducts business from time to time (B) a Person other than Company pursuant a jurisdiction in which it is deemed to any provision conduct business as a result of the transactions contemplated by the Operative Documents or a jurisdiction in which it would not be subject to a Tax of such type but for the location, registration or use of any Operative Document Aircraft in such jurisdiction or the activities of any Pass Through DocumentOperating Lessee, Lessor or Lessor Parent in such jurisdiction); (x) except in the case of an Indemnified Person that was an Indemnified Person on the Delivery Date in respect of the relevant Aircraft (an "ORIGINAL INDEMNIFIED PERSON"), any Claim for Taxes imposed on an Indemnified Person (other than the Facility Agent, the Security Agent or any successors thereto in such capacity or Ex-Im Bank or any holder of a Note subsequent to Ex-Im Bank) to the extent that such Claim is Taxes exceed the Taxes that would have been imposed on the Original Indemnified Person through or from whom it (directly or indirectly) obtained its Interest (except in respect of an ordinary and usual operating Indemnified Person that acquired its Interest pursuant to a transfer occurring at the request of any Lessee or overhead expense during the occurrence of a Lease Event of Default or not an out-of-pocket expense actually incurredLoan Event of Default pursuant to the exercise of remedies); provided, however, that this clause (x) shall only apply to Taxes imposed under applicable law as in effect on the date of this Agreement; (xi) any Claim Claims for Taxes imposed against or payable by an Indemnified Person (other than Ex-Im Bank or any holder of a Note subsequent to Ex-Im Bank) to the extent such Claim is incurred on account Taxes would not have been imposed but for the situs of organization, any place of business or asserted as a the activities of any Indemnified Person in the jurisdiction imposing the Tax (unless such place of business or activity are solely the result of (A) the operation, presence or registration of any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code Aircraft or any foreign, federal, state Engine or local law which is substantially similar to other presence of any Lessee or any Operating Lessee therein or the prohibited transaction provisions exercise by such Indemnified Person of Section 406 any of ERISA its rights or Section 4975 remedies under any Operative Document or the receipt of the Code (“Similar Law”) or (B) any breach of fiduciary duty payment under ERISAany Operative Document); (xii) any Claim for interest, penalties or additions to Tax imposed against or payable by an Indemnified Person that result from the extent failure of such Claim Indemnified Person to file any return properly and timely unless such failure is attributable caused by the failure of any Lessee or any Operating Lessee to one provide to such Indemnified Person any information reasonably requested by such Indemnified Person that is available to any Lessee or more any Operating Lessee and required to file properly and timely such return or the failure of the other aircraft financed through the offering of Pass Through Certificates any Lessee or any Operating Lessee to perform its obligations under Section 10(j), (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees)n) or (q) hereof; (xiii) any Claim for Taxes that are being contested in accordance with the provisions of Section 10(i) during the pendency of such contest, except to the extent such Claim is attributable required to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed advanced by Companyany Lessee pursuant to Section 10(i) hereof; (xiv) any Claim for Taxes imposed against or payable by an Indemnitee related Indemnified Person attributable to the status failure of such Indemnitee as Indemnified Person to take timely action in contesting such Claim if required to take such action pursuant to Section 10(i), but only if such failure precludes or prejudices a passenger contest of the relevant Taxes; (xv) any Claim for Taxes included in Transaction Costs (but only to the extent such Transaction Costs are reimbursed under Section 12 on an After-Tax Basis); or (xvi) in the case of any particular Indemnified Person, attributable to a Lien, to the extent that such Lien was created by such Indemnified Person, constituting (x) a Lender Lien or shipper (y) in the case of Xxxxx Fargo, a Lien on any of Company’s aircraft or as a party to a marketing or promotional Aircraft or other commercial agreement with Company unrelated Collateral which results from Claims against Xxxxx Fargo in its individual capacity not related to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: : (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, discharged or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; ; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Indenture; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying any indemnity amounts on an After-Tax Basis; ; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; ; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; ; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; ; Participation Agreement (viAmerican Airlines 2011-1 Aircraft EETC) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)[Reg. No.] 13

Claims Excluded. The following are Any Claim, to the extent resulting from or arising out of or attributable to any of the following, is excluded from Company’s the Facility Lessee's agreement to indemnify an any Indemnitee under this Section 4.0210.1: (i) any Claim to the extent such Claim is attributable to acts acts, omissions or events occurring after the expiration or early termination of the Facility Lease and, where required by the Facility Lease, Conemaugh Participation Agreement 56 62 surrender to the Owner Lessor or its successor of the Facility Interest in compliance with the provisions of the Facility Lease; (ii) with respect to the relevant Indemnitee or a Related Party, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (A) the Lien Owner Participant of any of its interest in the Indenture has been dischargedOwner Lessor, or (B) the Owner Lessor of all or any of its interest in the Facility Interest or the Facility Site, or (C) the Lease Indenture Trustee of any of its interests in the Notes, unless such transfer of possession is required by the terms of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring Operative Documents or occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) the gross negligence or willful misconduct of an Indemnitee seeking indemnification or a Related Party; (iv) the noncompliance with the terms of the Operative Documents by, or the breach of any agreement, covenant, representation or warranty of, the Indemnitee seeking indemnification or a Related Party; (v) any obligation or liability expressly borne, assumed or to be paid in any Operative Document by the Indemnitee seeking indemnification or a Related Party; (vi) with respect to the Indemnitee seeking indemnification, any claim constituting or arising from an Owner Participant's Lien or an Owner Lessor's Lien attributable to such Indemnitee or a Related Party; (vii) any Claim to the extent such Claim isthat is a tax, or is attributable toa cost of contesting a tax, a whether or not the Facility Lessee is required to indemnify therefor under Section 10.2 or the Tax (or loss of any Tax benefit)Indemnity Agreement, except with respect as required to paying indemnity amounts make payments on an After-Tax Basis; (iiiviii) any Claim to failure by the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent Lessor Manager to distribute in accordance with the Intercreditor LLC Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person amendment other than Company pursuant an amendment to any provision of any Operative Document which the Facility Lessee is a party or any Pass Through Documenthas been expressly requested by the Facility Lessee in writing; (x) any Claim to that constitutes principal or interest on the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurredNotes; (xi) any Claim to the extent such Claim is incurred on account resulting from any Lease Indenture Event of or asserted as Default not caused by a result Lease Event of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA;Default; and (xii) any Claim to the extent such Claim is attributable to one or more portion of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable properly allocable under the Owners Agreement, Applicable Law, contract contribution, indemnity or otherwise to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the AircraftFacility or the Facility Site of the Equity Investor or an Affiliate thereof (other than in respect of the Facility Interest (including the undivided interest in the Facility Site)); Conemaugh Participation Agreement 57 63 provided that the terms "omission," "gross negligence" and "willful misconduct," when applied with respect to the Lessor Manager, the Equipment NotesOwner Participant, the Equity Investor, the Equity Subsidiary Holding Company, the Equity Subsidiary, the Owner Lessor, the Lease Indenture Trustee or the Pass Through Certificates, Trustee or any similar interestAffiliate of any thereof, shall not include any liability imputed as a matter of law to such Indemnitee solely by reason of such entity's interest in violation the Facility, the Facility Site or the Facility Interest or such Indemnitee's failure to act in respect of matters which are or were the obligation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company Facility Lessee under this Agreement or any of its affiliates)other Operative Document.

Claims Excluded. The following are excluded from Company’s agreement foregoing indemnity shall not extend to indemnify an any Expense of any Indemnitee under this Section 4.02to the extent attributable to one or more of the following: (i1) acts or omissions involving the willful misconduct, bad faith, fraud or gross negligence of such Indemnitee or any Claim Person acting on behalf of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Designated Aircraft); (2) the failure by such Indemnitee to perform or observe any agreement, covenant or condition in any of the Operative Documents applicable to it (except to the extent such Claim is attributable to acts or events occurring after (A) failure was caused directly by the Lien failure of the Indenture has been discharged, or (B) Borrower to perform any of its obligations under the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of DefaultOperative Documents); (ii3) any Claim to representation or warranty by such Indemnitee in the extent such Claim is, Operative Documents or is attributable to, a Tax in connection therewith being incorrect; (or loss of any Tax benefit), except 4) with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained ina disposition, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation assignment or other disposition transfer (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in any Loan Certificate other than during the Operative Documents continuance of an Event of Default; (5) other than in the case of amounts necessary to make payments on an After-Tax Basis, any Tax, or increase in tax liability under any Tax law [**]; (6) to violations of applicable securities laws, including, without limitation, any federal, state or foreign securities laws, attributable to the Underwriters or any Loan Participant’s own actions, or the Pass Through Documentsactions of anyone acting on behalf of the Underwriters or such Loan Participant, in connection with any offer, sale, assignment or any other disposition of its interest in the Collateral Aircraft, the Loans or any similar securityLoan Certificate by such Loan Participant; (vii7) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers waivers, or consents with respect to any of the Operative Document or any Pass Through Document, Documents other than such as have been consented to, approved, authorized or requested by Company or that occur as the result Borrower; (8) any Expense which (a) is specified to be for account of an Event of Default, or such as are expressly required or contemplated by the provisions of Indemnitee pursuant to the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or without express right of reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of under any Operative Document or (b) any Pass Through DocumentIndemnitee agrees in writing to pay or such Indemnitee expressly agrees in writing shall not be paid or reimbursed by the Borrower; (x9) any Claim claim to the extent such Claim it is an ordinary and usual internal operating or overhead expense or not of such Indemnitee other than such expenses caused by an out-of-pocket expense actually incurredEvent of Default; (xi10) any Claim acts or events (other than acts or events related to the performance or failure to perform by Borrower of its obligations pursuant to the terms of the Operative Documents) that occur after the Security Trustee is required to release all Mortgage Estate from the Lien of the Mortgage for the Designated Aircraft, except to the extent such Claim is incurred on account of attributable to acts or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISAevents occurring prior thereto; (xii11) any Claim if another provision of a Operative Document specifies the extent of the Borrower’s responsibility or obligation with respect to such Expense, to the extent of such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates Expense (in the event of doubt, any Claim shall be allocated between the Aircraft and which case such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trusteesprovision shall govern); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv12) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation failure of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused Security Trustee to distribute funds received and distributable by acts or omissions of Company or any of its affiliates)it in accordance with the Operative Documents.

Claims Excluded. The following are excluded from Company’s agreement general indemnity of Xxxxx City in this SECTION 10.1 will be subject to indemnify an Indemnitee under this Section 4.02exclusions for Claims to the extent (x) attributable to, (y) arising as a result of, or (z) such Claims would not have occurred but for, any of the following: (i) any Claim to the extent such Claim is attributable to acts acts, omissions or events occurring after the expiration or early termination of the Facility Lease and, where required by the Facility Lease, surrender to the Owner Lessor or its successor of the Facility and its interest in the Facility Site Sublease in compliance with the provisions of the Facility Lease or Facility Site Sublease, as the case may be other than, in each such case referred to in this clause (Ai), claims arising from or related to acts, omissions, events or conditions occurring or existing prior to such expiration or early termination, or arising pursuant to the Facility Lessee's obligations set forth in SECTION 5.2(H) of the Facility Lease; (ii) with respect to the relevant Indemnitee or a Related Party, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (x) the Lien Owner Participant of any of its interest in the Owner Lessor, (y) the Owner Lessor of all or any of its interest in the Facility or Facility Site or (z) the Lender, the Security Agent or the Lease Indenture Trustee of any of its interests in the Lessor Loans, unless such transfer is required by the terms of the Indenture has been discharged, Operative Documents or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) the gross negligence or willful misconduct of the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification; (iv) the noncompliance with the terms of the Operative Documents by, or the breach of any agreement, covenant, representation or warranty of, the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification unless attributable to Xxxxx City or breach by another party of its obligations under an Operative Document; (v) any obligation or liability expressly borne, assumed or to be paid in any Operative Document by the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification (other than any Claim pursuant to Section 10.1(a)(xiii) or (xiv)); (vi) with respect to the Indemnitee seeking indemnification, any claim constituting or arising from a Lessor Lien attributable to such Indemnitee or to a Related Party of such Indemnitee; (vii) any Claim to the extent such Claim is, that is a Tax or is attributable toa cost of contesting a Tax, a Tax (whether or loss of any Tax benefit)not Xxxxx City is required to indemnify therefor under SECTION 10.2 below, except with respect as required to paying indemnity amounts make payments on an After-Tax Basis; (iiiviii) any Claim to failure by the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent Owner Manager to distribute in accordance with the Intercreditor Lessor LLC Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne Amendment not requested by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of Xxxxx City and not required by any Operative Document or any Pass Through Document(other than an Amendment existing as a result of a Lease Event of Default that has occurred and is continuing); (x) any Claim to that constitutes principal or interest on the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred;Lessor Notes; and (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued Claims arising with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status Equity Letter of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Credit.

Claims Excluded. The following are excluded from the Company’s 's agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has Equipment Notes shall have been discharged, paid in full or (By) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that unless such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisTax; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s 's Related Indemnitee Group;; AA-Boeing EETC-Owned Aircraft Participation Agreement (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s 's Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s 's interest in the Operative Documents or the Pass Through Documents, Documents or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document the Indenture any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (Aa) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an outAA-ofBoeing EETC-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Owned Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).Participation Agreement

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under general indemnity of SEMA in this Section 4.0210.1 will be subject to exclusions for Claims to the extent (x) ------------ attributable to, (y) arising as a result of, or (z) such Claims would not have occurred but for, any of the following: (i) any Claim to the extent such Claim is attributable to acts acts, omissions or events occurring after the expiration or early termination of the Facility Lease and, where required by the Facility Lease, surrender to the Owner Lessor or its successor of the Facility and its interest in the Facility Site Sublease in compliance with the provisions of the Facility Lease or Facility Site Sublease, as the case may be other than, in each such case referred to in this clause (Ai), claims arising pursuant to the Facility Lessee's obligations set forth in Section 5.2(h) of the Facility Lease; -------------- (ii) with respect to the relevant Indemnitee or a Related Party, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (x) the Lien Owner Participant of any of its interest in the Owner Lessor, (y) the Owner Lessor of all or any of its interest in the Facility or Facility Site or (z) the Lease Indenture Trustee of any of its interests in the Lessor Loans, unless such transfer is required by the terms of the Indenture has been discharged, Operative Documents or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) the gross negligence or willful misconduct of the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification; (iv) the noncompliance with the terms of the Operative Documents by, or the breach of any agreement, covenant, representation or warranty of, the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification unless attributable to SEMA or breach by another party of its obligations under an Operative Document; (v) any obligation or liability expressly borne, assumed or to be paid in any Operative Document by the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification; (vi) with respect to the Indemnitee seeking indemnification, any claim constituting or arising from a Lessor Lien attributable to such Indemnitee or to a Related Party of such Indemnitee; (vii) any Claim to the extent such Claim is, that is a Tax or is attributable toa cost of contesting a Tax, a Tax (whether or loss of any Tax benefit)not SEMA is required to indemnify therefor under Section 10.2 below, ------------ except with respect as required to paying indemnity amounts make payments on an After-Tax Basis; (iiiviii) any Claim to failure by the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent Owner Manager to distribute in accordance with the Intercreditor Lessor LLC Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable Amendment not requested by SEMA or borne not required by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document;(other than an Amendment existing as a result of a Lease Event of Default that has occurred and is continuing); and (x) any Claim to that constitutes principal or interest on the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Lessor Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are Any Claim, to the extent attributable to or arising out of or as a result of any of the following, is excluded from Companythe Lessee’s agreement obligations to indemnify an Indemnitee indemnify, defend, protect and hold harmless any Indemnified Party under this Section 4.029.1: (i) any Claim Claims arising with respect to the extent such Claim is attributable to acts a period or events event occurring after (A) the Lien expiration or earlier termination of the Indenture has been dischargedFacility Lease and, or (B) if applicable, the transfer return of the use and possession of the Aircraft pursuant to Article IV Facility Site and the Undivided Interest in accordance with the requirements of the Indenture Facility Lease and the Site Lease, other than Claims relating to or arising from events occurring prior to, or simultaneously with, such events; (ii) In respect of any of the Indemnified Parties, Claims arising from the gross negligence or willful misconduct of such party or any Affiliate of such party, or any officer, director or employee of the foregoing (in each case except to the extent attributed to the Indemnified Party by reason of its interest in the Undivided Interest or Facility Site or due to a Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); (iii) Taxes and costs of contesting Taxes, whether or not separately indemnified for (provided that such Claim is attributable this clause (iii) shall not affect Lessee’s obligation to acts occurring in connection with the exercise of remedies pay indemnities pursuant to this Section 4.02 9.1 on an After-Tax Basis); (iv) Any disposition by the Lessor or the Owner Participant of its interests under the Facility Lease, the Site Lease or the Owner Trust, as the case may be, unless such disposition is required by the terms of the Indenture following Operative Documents or permitted by Section 10, 13 or 14 of the occurrence and Facility Lease or occurs during the continuance of an a Material Default or a Lease Event of Default; (iiv) In respect of any Claim of the Indemnified Parties, to the extent such Claim is, or is attributable to, a Tax (or loss of the breach of any Tax benefit)agreement, covenant, representation or warranty of such party or any Affiliate of such party (in each case except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable attributed to the negligence Indemnified Party by reason of its interest in the Undivided Interest or willful misconduct of such Indemnitee Facility Site or such Indemniteedue to a Lessee Person’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any Use of the terms ofGenerating Station, the Facility, the Facility Site, the Ancillary Facilities, or any misrepresentation by an Indemnitee portion or its Related Indemnitee Group contained incomponent thereof or interest therein (including, this Agreementwithout limitation, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such IndemniteeUndivided Interest)); (vi) any Claim Amendments to the extent such Claim is attributable Operative Documents or the Operating Agreement that are not requested or consented to by the offerLessee or are not required by the Operative Documents, sale, assignment, transfer, participation the Operating Agreement or other disposition Applicable Law; (whether voluntary vii) Claims arising out of or involuntary) relating to an inspection of the Undivided Interest by or on behalf of such Indemnitee or its Related Indemnitee Group any of the Indemnified Parties seeking indemnification (other than during the occurrence and continuance of an a Lease Event of Default; provided that any such offer, sale, assignment, transfer, participation or ); (viii) Any of the Indemnified Parties’ costs of compliance with U.S. regulatory requirements (other disposition during the occurrence and continuation than as a result of an a Lease Event of Default or those costs arising as a result of a change in Applicable Law that are in whole or in part attributable to a Lessee Person’s actual or Alleged Use of the Generating Station, the Facility, the Ancillary Facilities, the Facility Site or any part thereof); and (ix) Any of the Indemnified Parties’ overhead costs in monitoring or administering this investment. Nothing herein shall be deemed to (A) constitute a guaranty of any useful life or any present or future residual value of the Facility or a guaranty that any amount of any Secured Indebtedness will be paid, or (B) prevent the Lessee from pursuing a Claim against any Lessee Person and any such Claim shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with should otherwise be excluded from indemnification under this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)9.1.

Claims Excluded. The following are Any Claim, to the extent relating to or resulting from or arising out of or attributable to any of the following, is excluded from Company’s Lessee's agreement to indemnify an any Lessee Indemnitee under this Section 4.02SECTION 6.2: (i) any Claim to the extent such Claim is attributable to acts acts, omissions or events occurring after (A) the Lien expiration or other termination of the Indenture has been dischargedLease and, where required by the Lease, return of the Leased Equipment to Lessor or its designee in compliance with the provisions of the Lease (other than Claims arising under SECTION 6.2(a)(ii) relating directly or indirectly to the ComEd Consent); (ii) with respect to a particular Lessee Indemnitee and Related Parties, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (a) in the case of any Investor, of any of its interest in Lessor, or (Bb) in the transfer case of possession Lessor, and if such action is taken at the written direction of any Investor, the Investor and Related Parties, of all or any of Lessor's interest in the Leased Equipment, or (c) in the case of the Aircraft pursuant to Article IV Noteholders, all or any of the Indenture except to Noteholders' interest in the extent that Notes, unless such Claim transfer is attributable to acts occurring required by the terms of the Basic Documents or occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of during an Event of Default; (iiiii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Lessee Indemnitee and Related Parties, any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of the Lessee Indemnitee seeking indemnification or a Related Party of such Indemnitee or such Lessee Indemnitee’s Related Indemnitee Group; (iv) as to any Lessee Indemnitee, any Claim to the extent such Claim is attributable to the noncompliance by of such Lessee Indemnitee or such Indemnitee’s a Related Indemnitee Group Party, with any of the terms of, or any misrepresentation or breach of warranty by an such Lessee Indemnitee or its Related Indemnitee Group contained in, this Agreement, in any other Operative Basic Document or any Pass Through Document to which breach by such Lessee Indemnitee or a Related Party of any covenant contained in any Basic Document attributable to such Lessee Indemnitee or Related Party, unless attributable to the Lessee or the breach by another Person of such Related Indemnitee Group is a party its obligations under the Basic Documents or any agreement relating hereto or theretoimputed to the Lessee Indemnitee; (v) with respect to Agent, any Claim to the extent such Claim constitutes arising from a Lessor Lien attributable to such Indemniteeit; (vi) any Claim relating to the payment of any amount to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Lessee Indemnitee or its a Related Indemnitee Group (other than during the occurrence and continuance Party has expressly agreed in any Basic Document to pay such amount without a right of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar securityreimbursement; (vii) any Claim that is a Tax, or is a cost of contesting a Tax, whether or not Guarantor is required to the extent such Claim is attributable indemnify therefor pursuant to SECTION 6.3; (Aviii) a any failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received by it under the Basic Documents and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim relating to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision costs and expenses of any other Operative Document Lessee Indemnitee in connection with any amendments or any Pass Through Document supplements to the Basic Documents requested by such Lessee Indemnitee or (B) a Person other than Company pursuant to any provision of any Operative Document Related Party if such amendment or any Pass Through Documentsupplement is not required by the Basic Documents; (x) any Claim to that constitutes principal and/or interest on the extent such Claim is an ordinary and usual operating Notes or overhead expense or not an out-of-pocket expense actually incurred;Yield on the Investor Contributions; and (xi) any Claim to arising out of obligations expressly assumed by the extent such Claim is incurred on account of Lessee Indemnitee seeking indemnification or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion Related Party thereof; PROVIDED that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued terms "omission," "gross negligence" and "willful misconduct," when applied with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to Lessee Indemnitee or any amount which Affiliate of any Indemnitee expressly agrees thereof, shall not be paid by, borne by, or reimbursed include any liability imputed as a matter of law to such Lessee Indemnitee solely by Company; (xiv) any Claim by an Indemnitee related to the status reason of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any entity's interest in the Aircraft, Leased Equipment or such Lessee Indemnitee's failure to act in respect of matters which are or were the Equipment Notes, the Pass Through Certificates, obligation of Lessee or Guarantor under this Agreement or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Basic Document.

Claims Excluded. The following are excluded from Company’s agreement general indemnity of Xxxxx City in this SECTION 10.1 will be subject to indemnify an Indemnitee under this Section 4.02exclusions for Claims to the extent (x) attributable to, (y) arising as a result of, or (z) such Claims would not have occurred but for, any of the following: (i) any Claim to the extent such Claim is attributable to acts acts, omissions or events occurring after the expiration or early termination of the Facility Lease and, where required by the Facility Lease, surrender to the Owner Lessor or its successor of the Facility and its interest in the Facility Site Sublease in compliance with the provisions of the Facility Lease or Facility Site Sublease, as the case may be other than, in each such case referred to in this clause (Ai), claims arising from or related to acts, omissions, events or conditions occurring or existing prior to such expiration or early termination, or arising pursuant to the Facility Lessee's obligations set forth in SECTION 5.2(H) of the Facility Lease; (ii) with respect to the relevant Indemnitee or a Related Party, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by 56 or on behalf of (x) the Lien Owner Participant of any of its interest in the Owner Lessor, (y) the Owner Lessor of all or any of its interest in the Facility or Facility Site or (z) the Lender, the Security Agent or the Lease Indenture Trustee of any of its interests in the Lessor Loans, unless such transfer is required by the terms of the Indenture has been discharged, Operative Documents or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) the gross negligence or willful misconduct of the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification; (iv) the noncompliance with the terms of the Operative Documents by, or the breach of any agreement, covenant, representation or warranty of, the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification unless attributable to Xxxxx City or breach by another party of its obligations under an Operative Document; (v) any obligation or liability expressly borne, assumed or to be paid in any Operative Document by the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification; (vi) with respect to the Indemnitee seeking indemnification, any claim constituting or arising from a Lessor Lien attributable to such Indemnitee or to a Related Party of such Indemnitee; (vii) any Claim to the extent such Claim is, that is a Tax or is attributable toa cost of contesting a Tax, a Tax (whether or loss of any Tax benefit)not Xxxxx City is required to indemnify therefor under SECTION 10.2 below, except with respect as required to paying indemnity amounts make payments on an After-Tax Basis; (iiiviii) any Claim to failure by the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent Owner Manager to distribute in accordance with the Intercreditor Lessor LLC Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne Amendment not requested by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of Xxxxx City and not required by any Operative Document or any Pass Through Document(other than an Amendment existing as a result of a Lease Event of Default that has occurred and is continuing); (x) any Claim to that constitutes principal or interest on the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred;Lessor Notes; and (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued Claims arising with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status Equity Letter of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Credit.

Claims Excluded. The following are Any Claim to the extent (A) arising out of or attributable to, (B) in connection with or (C) relating to, any of the following, is excluded from Companythe Sublessee’s agreement to indemnify an any Sublessor Indemnitee under this Section 4.0220: (ia) acts, omissions or events (including violation of law or any Claim change in the Environmental Condition of the Facility or the Facility Site or any portion or Component thereof, or the use, storage, transportation, treatment or manufacture of any Hazardous Material in, at, under or from the Facility or the Facility Site) occurring after expiration or other termination of the Facility Sublease and, where required by the Facility Sublease, return of the Facility to the extent such Claim is attributable to acts Sublessor or events occurring after (A) its designee in compliance with the Lien provisions of the Indenture has been discharged, Facility Sublease. Nothing in this Section 20.2 shall be construed to waive any right or claim which either party hereto (Bor any of their respective Affiliates) the transfer of possession of the Aircraft may have pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of DefaultMISPA; (iib) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation transfer or other disposition (whether voluntary or involuntary) by or on behalf of the Sublessor of all or any of its interests in the Facility Lease or the Facility Site, unless such transfer is required by the terms of the Facility Sublease Documents or occurs in connection with the exercise of remedies during continuance of a Sublease Event of Default; (c) the gross negligence or willful misconduct of the Sublessor Indemnitee seeking indemnification or of a Related Party of such Sublessor Indemnitee; (d) noncompliance with the terms of any Facility Sublease Document by, or the breach of any agreement, covenant, representation or warranty under the Operative Documents, including Sublessor Retained Obligations, of the Sublessor Indemnitee seeking indemnification or a Related Party of such Sublessor Indemnitee, unless attributable to a breach by the Sublessee of any of its obligations under the Facility Sublease Documents; (e) any obligation or liability expressly assumed in any Facility Sublease Document by the Sublessor Indemnitee seeking indemnification or by a Related Party of such Sublessor Indemnitee; (f) with respect to the Sublessor Indemnitee Group seeking indemnification, any claim constituting or arising from a Lien (other than during the occurrence and continuance of an Event of Default; provided that any a Permitted Lien) attributable to such offer, sale, assignment, transfer, participation Sublessor Indemnitee or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part a Related Party of such Sublessor Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (viig) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it that is a party any amounts received and distributable by it thereunder;tax, or is a cost of contesting a tax, whether or not the Lessee is required to indemnify therefor; and (viiih) any Claim relating to the extent such Claim is attributable to the authorization or giving or withholding costs and expenses of any future Sublessor Indemnitee in connection with any amendments, supplements, waivers modification or consents with respect waiver to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Facility Sublease Documents or the Pass Through Documents; (ix) any Claim to the extent Facility Lease Documents requested by such Claim Sublessor Indemnitee or a Related Party if such amendment or supplement is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated required by the Operative Documents; and (xv) any Claim to Facility Lease Documents or requested by the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Sublessee.

Claims Excluded. The following are excluded from the Company’s 's agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has Equipment Notes shall have been discharged, paid in full or (By) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that unless such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisTax; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s 's Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s 's Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s 's interest in the Operative Documents or the Pass Through Documents, Documents or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document the Indenture any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (Aa) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).or

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under general indemnity of Xxxxx City in this Section 4.0210.1 will be subject to exclusions for Claims to the extent (x) attributable to, (y) arising as a result of, or (z) such Claims would not have occurred but for, any of the following: (i) any Claim to the extent such Claim is attributable to acts acts, omissions or events occurring after the expiration or early termination of the Facility Lease and, where required by the Facility Lease, surrender to the Owner Lessor or its successor of the Facility and its interest in the Facility Site Sublease in compliance with the provisions of the Facility Lease or Facility Site Sublease, as the case may be other than, in each such case referred to in this clause (Ai), claims arising from or related to acts, omissions, events or conditions occurring or existing prior to such expiration or early termination, or arising pursuant to the Facility Lessee's obligations set forth in Section 5.2(h) of the Facility Lease; (ii) with respect to the relevant Indemnitee or a Related Party, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (x) the Lien Owner Participant of any of its interest in the Owner Lessor, (y) the Owner Lessor of all or any of its interest in the Facility or Facility Site or (z) the Lender, the Security Agent or the Lease Indenture Trustee of any of its interests in the Lessor Loans, unless such transfer is required by the terms of the Indenture has been discharged, Operative Documents or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) the gross negligence or willful misconduct of the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification; (iv) the noncompliance with the terms of the Operative Documents by, or the breach of any agreement, covenant, representation or warranty of, the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification unless attributable to Xxxxx City or breach by another party of its obligations under an Operative Document; (v) any obligation or liability expressly borne, assumed or to be paid in any Operative Document by the Indemnitee (or a Related Party of such Indemnitee) seeking indemnification (other than any Claim pursuant to Section 10.1(a)(xiii) or (xiv)); (vi) with respect to the Indemnitee seeking indemnification, any claim constituting or arising from a Lessor Lien attributable to such Indemnitee or to a Related Party of such Indemnitee; (vii) any Claim to the extent such Claim is, that is a Tax or is attributable toa cost of contesting a Tax, a Tax (whether or loss of any Tax benefit)not Xxxxx City is required to indemnify therefor under Section 10.2 below, except with respect as required to paying indemnity amounts make payments on an After-Tax Basis; (iiiviii) any Claim to failure by the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent Owner Manager to distribute in accordance with the Intercreditor Lessor LLC Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne Amendment not requested by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of Xxxxx City and not required by any Operative Document or any Pass Through Document(other than an Amendment existing as a result of a Lease Event of Default that has occurred and is continuing); (x) any Claim to that constitutes principal or interest on the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred;Lessor Notes; and (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued Claims arising with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status Equity Letter of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Credit.

Claims Excluded. The following are excluded from Company’s the Grantors’ agreement to indemnify an Indemnitee under this Section 4.02: 6.11: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has been dischargedSecond Priority Obligations Payment Date, (y) with respect to an Airframe, Engine, Spare Engine or (B) Spare Part, the transfer of possession of the Aircraft thereof pursuant to Article IV of the Indenture this Mortgage except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture this Mortgage following the occurrence and continuance of an Event of Default; Default or (z) any disposition of the Collateral permitted hereunder or under the Credit Agreement; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; Excepted Tax; (iii) any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such Indemnitee or attributable to negligence by such Indemnitee’s Related Indemnitee Group; in exercising its right of inspection; (iv) any Claim to the extent such Claim is attributable to the noncompliance with or breach by such Indemnitee or such Indemnitee’s Related Indemnitee Group with of any of the terms of, or any misrepresentation by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Loan Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; ; (v) any Claim to the extent such Claim constitutes a Lender Lien or Collateral Agent Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s the Grantors’ agreement to indemnify an Indemnitee under this Section 4.026.11: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has been dischargedSecond Priority Obligations Payment Date, (y) with respect to an Airframe, Engine, Spare Engine or (B) Spare Part, the transfer of possession of the Aircraft thereof pursuant to Article IV of the Indenture this Mortgage except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture this Mortgage following the occurrence and continuance of an Event of DefaultDefault or (z) any disposition of the Collateral permitted hereunder or under the Credit Agreement; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisExcepted Tax; (iii) any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such Indemnitee or attributable to negligence by such Indemnitee’s Related Indemnitee Groupin exercising its right of inspection; (iv) any Claim to the extent such Claim is attributable to the noncompliance with or breach by such Indemnitee or such Indemnitee’s Related Indemnitee Group with of any of the terms of, or any misrepresentation by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Loan Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lender Lien or Collateral Agent Lien attributable to such Indemnitee; ; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than as a result of, or following, or in lieu of exercising remedies during the occurrence and continuance of of, an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through CertificateLoan, all or any part of such Indemnitee’s interest in the Operative Loan Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or of any of its affiliates).

Claims Excluded. The With respect to any Indemnified Person, the following are excluded from CompanyLessee’s agreement to indemnify an Indemnitee under this Section 4.0210: (i) any Non-Tax Claim incurred by, or imposed on, the Indemnified Person (other than Ex–Im Bank or a Related Indemnitee of Ex–Im Bank) to the extent it would not have been imposed if such Claim is attributable Indemnified Person or a Related Indemnitee (other than a Related Indemnitee of Ex–Im Bank) had not engaged in transactions unrelated to acts those contemplated by this Agreement or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Defaultany other Operative Document; (ii) with respect to any particular Indemnified Person, any Claim to the extent caused by the gross negligence, willful misconduct or fraud of such Claim is, Indemnified Person or is attributable to, a Tax Related Indemnitee (or loss other than a Related Indemnitee of any Tax benefitEx–Im Bank) (other than as may be imputed to such Indemnified Person as a result of its participation in the transactions contemplated by the Operative Documents), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) with respect to any particular Indemnified Person (other than Ex–Im Bank), any Claim to the extent arising as a result of the breach or non-compliance with any of the terms of, or any misrepresentation contained in, this Agreement or any other Operative Document or any agreement relating hereto or thereto by which such Claim is attributable to the negligence Indemnified Person or willful misconduct of such Indemnitee or such Indemnitee’s a Related Indemnitee Groupis expressly bound, by such Indemnified Person or a Related Indemnitee (including the imposition against such Indemnified Person or a Related Indemnitee of any Lessor Lien or Lender Lien); (iv) any Claim to the extent such Claim is attributable to acts, omissions or events occurring with respect to the noncompliance period after full and final compliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group Lessee with any all of the terms ofof the Lease and performance by Lessee of all of its obligations hereunder and under the Lease and, or in the case of any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this AgreementLender, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or theretoDocument; (v) any Claim for Taxes incurred by, or imposed on, an Indemnified Person (other than Ex–Im Bank and any holder of a Note subsequent to Ex–Im Bank) to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) it results from any Claim to the extent such Claim is attributable to the offer, sale, assignmentassignment (except for any assignment under and in compliance with the Security Documents), transfer, participation or other disposition (whether voluntary or involuntary) by such Indemnified Person or on behalf of such Indemnitee or its a Related Indemnitee Group (of any interest of any such Person in the Note, any Aircraft, any Airframe, any Engine, any Part, Lessor or any other Indemnified Person or in the Operative Documents other than any sale, assignment, transfer, participation or disposition (A) in connection with an exercise of remedies during the occurrence and continuance of an Event of DefaultDefault under the Lease or the Indenture; provided that (B) at any time following the termination of the Lease or acceleration of the Note pursuant to the Indenture; (C) in connection with the termination of the Lease at the discretion of Lessee; (D) in connection with the exercise by any such offerIndemnified Person of its rights or remedies under any Operative Document; (E) that occurs upon the request of Lessee; or (F) that occurs pursuant to Section 7, 8 or 9 of the Lease; provided, however, that this clause (v) shall only apply to a sale, assignment, transfer, participation or other disposition of the Note, or any part thereof, to the extent that the Tax for which an indemnity is being claimed existed as of the date hereof; (vi) any Claim for Taxes imposed against or payable by an Indemnified Person by any jurisdiction or taxing authority thereof as a result of a failure by such Indemnified Person or a Related Indemnitee (other than a Related Indemnitee of Ex–Im Bank) to comply with any certification or other procedure as required by the law of the jurisdiction imposing the Tax as a precondition to any exemption from, or reduction of, such Tax to which such Indemnified Person would be entitled, so long as (A) the Indemnified Person would have been able to comply with such requirement, (B) such procedure or compliance therewith would not expose such Indemnified Person to any cost or risk of materially adverse consequences, and (C) Lessee provides to the Indemnified Person written notice of the relevant Tax and of the relevant certification or procedure in sufficient time and assistance to allow the Indemnified Person to timely comply with such certification or procedure; (vii) with respect to any particular Indemnified Person (other than Ex–Im Bank or a Related Indemnitee of Ex–Im Bank), any Claim for Taxes (not including sales, use, rental, ad valorem, license, property, stamp, or value added Taxes) imposed on the overall net income, net profits, net receipts or net gains of any Indemnified Person by the jurisdiction in which it is incorporated or maintains its principal place of business or in any jurisdiction in which it conducts business from time to time (other than a jurisdiction in which it is deemed to conduct business as a result of the transactions contemplated by the Operative Documents or a jurisdiction in which it would not be subject to a Tax of such type but for the location, registration or use of an Aircraft in such jurisdiction, payment by Lessee or Lessor from such jurisdiction or the activities or place of incorporation of Lessee, Lessor or Lessor Parent in such jurisdiction); (viii) except in the case of an Indemnified Person that was an Indemnified Person on the Issuance Date for each Aircraft (an “Original Indemnified Person”), any Claim for Taxes imposed on an Indemnified Person (other than Ex–Im Bank or any holder of a Note subsequent to Ex–Im Bank) to the extent that such Taxes exceed the Taxes that would have been imposed on the Original Indemnified Person through or from whom it (directly or indirectly) obtained its Interest (except in respect of an Indemnified Person that acquired its Interest pursuant to a transfer occurring at the request of Lessee or during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim pursuant to the extent such Claim is attributable to (A) a failure on the part exercise of Loan Trustee to distribute in accordance with remedies); provided, however, that this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; clause (viii) any Claim shall only apply to Taxes imposed under Applicable Laws as in effect on the extent date such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through DocumentsIndemnified Person acquired its interest hereunder; (ix) any Claim for Taxes imposed against or payable by an Indemnified Person (other than Ex–Im Bank or any holder of a Note subsequent to Ex–Im Bank) to the extent such Claim is payable Taxes result from the situs of organization, any place of business or borne the activities of such Indemnified Person in the jurisdiction imposing the Tax (unless such place of business or activity results from the operation, presence or registration of an Aircraft or any Engine) or other presence of Lessee or Lessor therein or the exercise by (A) Company pursuant to any indemnification, compensation or reimbursement provision such Indemnified Person of any other Operative Document of its rights or any Pass Through Document or (B) a Person other than Company pursuant to any provision of remedies under any Operative Document or the receipt of any Pass Through payment under any Operative Document; (x) any Claim for interest, penalties or additions to Tax imposed against or payable by an Indemnified Person that result from the extent failure of such Claim Indemnified Person to file any return properly and timely unless such failure is an ordinary caused by the failure of Lessee to provide to such Indemnified Person any information reasonably requested by such Indemnified Person that is available to Lessee and usual operating required to file properly and timely such return or overhead expense the failure of Lessee to perform its obligations under Section 10(j), (n) or (q) hereof or such failure is caused by the failure of Lessee to notify such Indemnified Person of such requirement and the information necessary to fulfill such requirement, known to Lessee, and in each case Lessee believes such Indemnified Person would not an out-of-pocket expense actually incurredotherwise be aware of such requirement or be in possession of such information; (xi) any Claim for Taxes that are being contested in accordance with the provisions of Section 10(i) during the pendency of such contest, except to the extent such Claim is incurred on account of required to be paid or asserted as a result of (Aadvanced by Lessee pursuant to Section 10(i) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISAhereof; (xii) any Claim for Taxes imposed against or payable by an Indemnified Person attributable to the extent failure of such Indemnified Person to take timely action in contesting such Claim is attributable if required to one take such action pursuant to Section 10(i) hereof, but only if such failure actually or more effectively precludes a contest of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees);relevant Taxes; or (xiii) any Claim for Taxes included in Transaction Costs (but only to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or Transaction Costs are reimbursed by Company; (xiv) any Claim by under Section 12 hereof on an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliatesAfter-Tax Basis).

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default;; Participation Agreement (Spirit 2015-1 EETC) [Reg. No.] (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Participation Agreement (Spirit 2015-1 EETC) [Reg. No.] Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by the Company;; Participation Agreement (Spirit 2015-1 EETC) [Reg. No.] (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of the Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with the Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company or of any of its affiliates).

Claims Excluded. The following are Any Claim, to the extent attributable to or arising out of or as a result of any of the following, is excluded from Companythe Lessee’s agreement obligations to indemnify an Indemnitee indemnify, defend, protect and hold harmless any Indemnified Party under this Section 4.029.1: (i) any Claim Claims arising with respect to the extent such Claim is attributable to acts a period or events event occurring after (A) the Lien expiration or earlier termination of the Indenture has been dischargedFacility Lease and, or (B) if applicable, the transfer return of the use and possession of the Aircraft pursuant to Article IV Facility Site and the Undivided Interest in accordance with the requirements of the Indenture Facility Lease and the Site Lease, other than Claims relating to or arising from events occurring prior to, or simultaneously with, such events; (ii) In respect of any of the Indemnified Parties, Claims arising from the gross negligence or willful misconduct of such party or any Affiliate of such party, or any officer, director or employee of the foregoing (in each case except to the extent attributed to the Indemnified Party by reason of its interest in the Undivided Interest or Facility Site or due to a Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); (iii) Taxes and costs of contesting Taxes, whether or not separately indemnified for (provided that such Claim is attributable this clause (iii) shall not affect Lessee’s obligation to acts occurring in connection with the exercise of remedies pay indemnities pursuant to this Section 4.02 9.1 on an After-Tax Basis); (iv) Any disposition by the Lessor or the Owner Participant of its interests under the Facility Lease, the Site Lease or the Owner Trust, as the case may be, unless such disposition is required by the terms of the Indenture following Operative Documents or permitted by Section 10, 13 or 14 of the occurrence and Facility Lease or occurs during the continuance of an a Material Default or a Lease Event of Default; (iiv) In respect of any Claim of the Indemnified Parties, to the extent such Claim is, or is attributable to, a Tax (or loss of the breach of any Tax benefit)agreement, covenant, representation or warranty of such party or any Affiliate of such party (in each case except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable attributed to the negligence Indemnified Party by reason of its interest in the Undivided Interest or willful misconduct of such Indemnitee Facility Site or such Indemniteedue to a Lessee Person’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any Use of the terms ofGenerating Station, the Facility, the Facility Site, the Ancillary Facilities, or any misrepresentation by an Indemnitee portion or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note component thereof or interest therein or Pass Through Certificate(including, all or any part of such Indemnitee’s interest in without limitation, the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through TrusteesUndivided Interest)); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from the Company’s agreement to indemnify an Indemnitee under this Section 4.02: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (A) the Lien of the Indenture has been discharged, discharged or (B) the transfer of possession of the Aircraft pursuant to Article IV of the Indenture except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an Event of Default; provided that nothing in this clause (i) shall be deemed to release the Company from any of its obligations under the Operative Documents that expressly provide for performance after the termination of the Indenture; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying any indemnity amounts on an After-Tax Basis; (iii) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s Related Indemnitee Group; (iv) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to (or exceeds the amount that would have been imposed in the absence of) the offer, sale, assignment, transfer, participation or other disposition of any Equipment Note or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents or any interest in any Collateral or any similar security (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar security); (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of the Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of the Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or thereunder, (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder, (D) a failure on the part of the Escrow Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder, (E) a failure on the part of the Paying Agent to distribute in accordance with any Escrow Agreement any amounts received and distributable by it thereunder or (F) a failure on the part of the Depositary to pay funds payable by it in accordance with any Deposit Agreement; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) paid by the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document (without duplication of any payment obligation of the Company) or (B) payable or borne by a Person other than the Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state state, or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by the Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and; (xvxiv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of the Company or of any of its affiliates); and (xv) any Claim to the extent attributable to any amount which any Indemnitee expressly agrees to pay or such Indemnitee expressly agrees shall not be paid by or be reimbursed by Company.

Claims Excluded. The following are excluded from Company’s the Grantors' agreement to indemnify an Indemnitee under this Section 4.026.11: (i) any Claim to the extent such Claim is attributable to acts or events occurring after (Ax) the Lien of the Indenture has been dischargedObligations Payment Date, (y) with respect to an Airframe, Engine, Spare Engine or (B) Pledged Spare Part, the transfer of possession of the Aircraft thereof pursuant to Article IV 4 of the Indenture this Mortgage except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture this Mortgage following the occurrence and continuance of an Event of DefaultDefault or (z) any disposition of the applicable Collateral permitted hereunder or under the Credit Agreement; (ii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisExcepted Tax; (iii) any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such Indemnitee or attributable to negligence by such Indemnitee’s Related Indemnitee Groupin exercising its right of inspection; (iv) any Claim to the extent such Claim is attributable to the material noncompliance with or material breach by such Indemnitee or such Indemnitee’s Related Indemnitee Group with of any of the terms of, or any material misrepresentation by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, any other Operative Document or any Pass Through Loan Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (v) any Claim to the extent such Claim constitutes a Lender Lien or Administrative Agent Lien attributable to such Indemnitee; (vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than as a result of, or following, or in lieu of exercising remedies during the occurrence and continuance of of, an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through CertificateLoan, all or any part of such Indemnitee’s 's interest in the Operative Loan Documents or the Pass Through Documents, or any interest in the Collateral or any similar security; (vii) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee the Administrative Agent to distribute in accordance with this Agreement or any other Operative Document Mortgage any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Loan Document, other than such as have been requested or consented to by Company or that occur as the result of an Event of Defaulta Grantor, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Loan Documents;; and (ix) any Claim to the extent such Claim is payable or required to be borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company the Grantors pursuant to any provision of any Operative Document or any Pass Through Loan Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim to the extent such Claim is incurred on account of or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubt, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates).

Claims Excluded. The following are excluded from the Company’s 's agreement to indemnify an Indemnitee under this Section 4.02Article VI: (ia) any Claim to the extent such Claim is attributable to acts or events occurring after (Ai) the Lien of the Indenture has Notes shall have been discharged, paid in full or (Bii) the transfer of possession of the Aircraft Collateral pursuant to Article IV VII hereof or the applicable provisions of the Indenture except to the extent that applicable Collateral Document, unless such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 4.02 7.3 hereof or the applicable provisions of the Indenture applicable Collateral Document following the occurrence and continuance of an Event of Default;; Indenture (iib) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax BasisTax; (iiic) any Claim to the extent such Claim is attributable to the negligence or willful misconduct of such Indemnitee or such Indemnitee’s 's Related Indemnitee Group; (ivd) any Claim to the extent such Claim is attributable to the noncompliance by such Indemnitee or such Indemnitee’s 's Related Indemnitee Group with any of the terms of, or any misrepresentation by an Indemnitee or its Related Indemnitee Group contained in, this AgreementIndenture, any other Operative Document or any Pass Through Support Document to which such Indemnitee or any of such Related Indemnitee Group is a party or any agreement relating hereto or thereto; (ve) any Claim to the extent such Claim constitutes a Permitted Lien attributable to such Indemnitee; (vif) any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary not required or involuntarycontemplated by the Operative Documents) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; Default (provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the this Indenture and applicable law) of any Equipment Note or interest therein or Pass Through CertificateNote, all or any part of such Indemnitee’s 's interest in the Operative Documents or the Pass Through Documents, Support Documents or any interest in the Collateral Pledged Spare Parts or any similar security; (viig) any Claim to the extent such Claim is attributable to (A) a failure on the part of Loan Trustee the Trustee, any Collateral Agent or any Agent to distribute in accordance with this Agreement Indenture or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received and distributable by it thereunder; (viiih) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Support Document, other than such as have been requested by the Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Support Documents; (ixi) any Claim to the extent such Claim is payable or borne by (Ai) the Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Support Document or (Bii) a Person in its individual capacity other than the Company pursuant to any provision of any Operative Document or any Pass Through Support Document;; Indenture (xj) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred;expense; and (xik) any Claim to the extent such Claim is incurred on account of by or asserted as a result of (A) any “"prohibited transaction” " within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar to the prohibited transaction like provisions of Section 406 of ERISA similar laws affecting any governmental or Section 4975 of the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISA; (xii) any Claim to the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubtchurch plan, any Claim shall be allocated between the Aircraft and such other aircraft in the same proportion that the then outstanding Equipment Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees); (xiii) any Claim to the extent such Claim is attributable to any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company; (xiv) any Claim by an Indemnitee related to the status of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any interest in the Aircraft, the Equipment Notes, the Pass Through Certificates, or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)applicable.

Claims Excluded. The following are Any Claim, to the extent relating to or resulting from or arising out of or attributable to any of the following, is excluded from Company’s Midwest's and Xxxxxxx Holdings' agreement to indemnify an any Indemnitee under this Section 4.02SECTION 14.1: (i) any Claim acts, omissions or events occurring after expiration or other termination of the Facility Lease and, where required by the Facility Lease, return of the Facility to the Owner Lessor or its designee in compliance with the provisions of the Facility Lease, except to the extent such Claim is an Environmental Claim that relates to, results from, arises out of or is attributable to acts an Environmental Condition that was in existence at the Facility or events occurring after (A) the Lien Facility Site prior to or as of such expiration or termination of the Indenture has been dischargedFacility Lease and the return of the Facility; (ii) with respect to a particular Indemnitee and Related Parties, any offer, sale, assignment, transfer or other disposition (voluntary or involuntary) by or on behalf of (a) in the case of the Owner Participant of any of its interest in the Beneficial Interest, or (Bb) in the transfer of possession case of the Aircraft pursuant to Article IV Owner Lessor, and if such action is taken at the written direction of the Indenture except to Owner Participant, the extent that Owner Participant and Related Parties, of all or any of the Owner Lessor's interest in the Facility or the Facility Site, or (c) all or any of the Lender's interest in the Lessor Notes or the collateral therefor, unless such Claim transfer is attributable to acts occurring required by the terms of the Operative Documents or occurs in connection with the exercise of remedies pursuant to Section 4.02 of the Indenture following the occurrence and continuance of an during a Lease Event of Default; (iiiii) any Claim to the extent such Claim is, or is attributable to, a Tax (or loss of any Tax benefit), except with respect to paying indemnity amounts on an After-Tax Basis; (iii) any Indemnitee and Related Parties, any Claim to the extent such Claim is attributable to the gross negligence or willful misconduct of such the Indemnitee seeking indemnification or a Related Party of such Indemnitee’s Related Indemnitee Group; (iv) as to any Indemnitee, any Claim to the extent such Claim is attributable to the noncompliance by of such Indemnitee or such Indemnitee’s a Related Indemnitee Group Party, with any of the terms of, or any misrepresentation or breach of warranty by an such Indemnitee or its Related Indemnitee Group contained in, this Agreement, in any other Operative Document or any Pass Through Document to which breach by such Indemnitee or a Related Party of any covenant contained in any Operative Document attributable to such Indemnitee or Related Party, unless attributable to Midwest or Xxxxxxx Holdings or the breach by another Person of such Related Indemnitee Group is a party its obligations under the Operative Documents or any agreement relating hereto or theretoimputed to the Indemnitee; (v) with respect to the Owner Trustee and the Trust Company, any Claim to the extent such Claim constitutes a constituting or arising from an Owner Lessor's Lien attributable to such Indemniteeit; (vi) with respect to Holder Representative, any Claim to the extent such Claim is attributable to the offer, sale, assignment, transfer, participation or other disposition (whether voluntary or involuntary) by or on behalf of such Indemnitee or its Related Indemnitee Group (other than during the occurrence and continuance of an Event of Default; provided that any such offer, sale, assignment, transfer, participation or other disposition during the occurrence and continuation of an Event of Default shall not be subject to indemnification unless it is made in accordance with the Indenture and applicable law) of any Equipment Note or interest therein or Pass Through Certificate, all or any part of such Indemnitee’s interest in the Operative Documents or the Pass Through Documents, or any interest in the Collateral or any similar securityarising from a Holder Representative's Lien; (vii) with respect to the Owner Participant, any claim constituting or arising from an Owner Participant's Lien; (viii) any Claim relating to the payment of any amount which constitutes Transaction Costs which the Owner Participant is obligated to pay pursuant to SECTION 2.3(a) hereof or any other amount to the extent such Indemnitee or a Related Party has expressly agreed in any Operative Document to pay such amount without a right of reimbursement; (ix) any Claim that is attributable a Tax, or is a cost of contesting a Tax, whether or not Midwest is required to indemnify therefor pursuant to SECTION 14.2 or under the Tax Indemnity Agreement; (Ax) a any failure on the part of Loan Trustee to distribute in accordance with this Agreement or any other Operative Document any amounts received and distributable by it hereunder or thereunder, (B) a failure on the part of Subordination Agent to distribute in accordance with the Intercreditor Agreement any amounts received and distributable by it thereunder or (C) a failure on the part of any Pass Through Owner Trustee to distribute in accordance with the Pass Through Trust Agreement to which it is a party any amounts received by it under the Operative Documents and distributable by it thereunder; (viii) any Claim to the extent such Claim is attributable to the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any Operative Document or any Pass Through Document, other than such as have been requested by Company or that occur as the result of an Event of Default, or such as are expressly required or contemplated by the provisions of the Operative Documents or the Pass Through Documents; (ix) any Claim to the extent such Claim is payable or borne by (A) Company pursuant to any indemnification, compensation or reimbursement provision of any other Operative Document or any Pass Through Document or (B) a Person other than Company pursuant to any provision of any Operative Document or any Pass Through Document; (x) any Claim to the extent such Claim is an ordinary and usual operating or overhead expense or not an out-of-pocket expense actually incurred; (xi) any Claim relating to the extent such Claim is incurred on account costs and expenses of any Indemnitee in connection with any amendments or asserted as a result of (A) any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code or any foreign, federal, state or local law which is substantially similar supplements to the prohibited transaction provisions of Section 406 of ERISA Operative Documents requested by such Indemnitee or Section 4975 of a Related Party if such amendment or supplement is not required by the Code (“Similar Law”) or (B) any breach of fiduciary duty under ERISAOperative Documents; (xii) any Claim to that constitutes principal and/or interest on the extent such Claim is attributable to one or more of the other aircraft financed through the offering of Pass Through Certificates (in the event of doubtLessor Notes, any Claim shall be allocated between Additional Lessor Notes or the Aircraft and such other aircraft in corresponding payments under the same proportion that the then outstanding Equipment Funding LLC Notes bear to the then outstanding equipment notes issued with respect to the other aircraft and held by Pass Through Trustees)on any Additional Funding LLC Notes, respectively; (xiii) any Claim to that constitutes the extent such Claim is attributable to RCE LC Reimbursement Obligations and any amount which any Indemnitee expressly agrees shall not be paid by, borne by, or reimbursed by Company;interest thereon; and (xiv) any Claim arising out of obligations expressly assumed by an the Indemnitee related seeking indemnification or a Related Party thereof. PROVIDED that the terms "omission," "gross negligence" and "willful misconduct," when applied with respect to the status Owner Trustee, the Owner Participant, the OP Guarantor, the Equity Investor, the Owner Lessor, Citicorp North America, Inc., Lord Securities Corporation, Midwest Funding, Inc., the Holder Representative, any Holder, the Midwest LC Issuer, the RCE LC Issuer, any Funding LLC Note Holder, the RCE Agent, the APA Agent, each APA Purchaser, the Surety or any Affiliate of any thereof, shall not include any liability imputed as a matter of law to such Indemnitee solely by reason of such Indemnitee as a passenger or shipper on any of Company’s aircraft or as a party to a marketing or promotional or other commercial agreement with Company unrelated to the transactions contemplated by the Operative Documents; and (xv) any Claim to the extent such Claim is attributable to the offer or sale by an Indemnitee (or any member of such Indemnitee’s Related Indemnitee Group) of any entity's interest in the Aircraft, Facility or the Equipment Notes, Facility Site or such Indemnitee's failure to act in respect of matters which are or were the Pass Through Certificates, obligation of Midwest under this Agreement or any similar interest, in violation of the Securities Act or other applicable federal, state or foreign securities laws (other than any thereof caused by acts or omissions of Company or any of its affiliates)Operative Document.