Common use of Lessee’s Claims Excluded Clause in Contracts

Lessee’s Claims Excluded. The following are excluded from the agreement to indemnify under this Section 21.2: (i) Claims with respect to any Unit to the extent attributable to acts or events occurring after (A) in the case of the exercise by Lessee of a purchase option with respect to such Unit under Section 23 hereof, the exercise by Lessee of an early termination option with respect to such Unit under Section 10 hereof or the occurrence of an Event of Loss with respect to such Unit under Section 11 hereof, the last to occur of (x) the payment of all amounts due from Lessee in connection with any such event and (y) legal transfer of title to such Unit to any Person other than Lessor or (B) in all other cases, the last to occur of (x) with respect to such Unit, the earlier to occur of the termination of this Lease or the expiration of the Lease Term and (y) with respect to each Unit, the return of such Unit to Lessor in accordance with the terms of this Lease (it being understood that the date of the placement of such Unit in storage as provided in Section 6 hereof constitutes the date of return of such Unit under this Lease); (ii) with respect to any particular Indemnified Person, Claims which are Taxes or Losses, whether or not Lessee is required to indemnify therefor under Section 21.1 hereof or the Tax Indemnity Agreement, except Taxes arising by reason of ERISA and not related to such Indemnified Person’s making or holding its investment as contemplated by the Operative Agreements or in accordance with the instructions of Lessee. Except as expressly provided in the Operative Agreements (including the foregoing sentence), Lessee’s entire obligation with respect to taxes and losses of tax benefits are fully set out in Section 21.1 or the Tax Indemnity Agreement; (iii) with respect to any particular Indemnified Person, Claims to the extent attributable to the gross negligence or willful misconduct of (other than gross negligence or willful misconduct imputed as a matter of law to such 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 Indemnified 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 breach by such Indemnified Person of the warranty of quiet enjoyment set forth in Section 5.2 or any transfer (other than pursuant to Section 10, 11, 15 or 23 hereof) by such Indemnified Person of any interest in the Units or this Lease; (v) with respect to any particular Indemnified Person, any Claim to the extent attributable to the offer, sale or disposition (voluntary or involuntary) by or on behalf of such Indemnified Person of any interest in this Lease, or any similar security, other than a transfer by such Indemnified Person of its interests in any Unit pursuant to Section 10, 11 or 23 hereof or otherwise attributable to an Event of Default that has occurred and is continuing; (vi) [Intentionally Omitted]; (vii) [Intentionally Omitted]; 30 (viii) any Claim to the extent 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 of this Lease and the other Operative Agreements, other than such as have been requested by or consented to by Lessee or necessary or required to effectuate the purpose or intent of any Operative Agreement or as are expressly required by any Operative Agreements; (ix) [Intentionally Omitted]; (x) [Intentionally Omitted]; (xi) any Claim which relates to a cost, fee or expense payable by a Person other than Lessee or Lessee pursuant to this Lease or any other Operative Agreement; (xii) any Claim which is an ordinary and usual operating or overhead expense of such Indemnified Person other than such expenses attributable to the occurrence of an Event of Default hereunder; (xiii) [Intentionally Omitted]; (xiv) with respect to any particular Indemnified Person, any Claim resulting from the imposition of any Lessor’s Lien attributable to such Indemnified Person; or (xv) with respect to any particular Indemnified Person, any Claim, 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 6.1, 6.2 or 13.2 hereof.

Lessee’s Claims Excluded. The following are excluded from the agreement to indemnify under this Section 21.27.2: (i) Claims with respect to any Unit to the extent attributable to acts or events occurring after (A) in the case of the exercise by the Lessee of a purchase option with respect to such Unit under Section 23 hereof22.1 or 22.3 of the Lease, the exercise by the Lessee of an early termination option with respect to such Unit under Section 10 hereof of the Lease, the occurrence or the deemed occurrence of an Event of Loss with respect to such Unit under Section 11 hereofof the Lease, or the election to replace such Unit under Section 8.1(b), 8.3 or 9.1 of the Lease, the last to occur of (x) the payment of all amounts due from the Lessee in connection with any such event event, (y) the release of the Lien of the Indenture on such Unit, and (yz) legal transfer of title to such Unit to any Person other than Lessor, except in the case of a retention of any Unit by Lessor pursuant to the terms and provisions of Section 10.3 of the Lease, and in the case of any such retention, upon the effective date of the termination of the Lease Term with respect to such Unit retained by Lessor pursuant to Section 10.3 or (B) in all other casescases (except in any case where remedies are being exercised under Section 15 of the Lease), the last to occur of (x) with respect to such Unit, the earlier to occur of the termination of this the Lease or the expiration of the Lease Term and 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 this the Lease (it being understood that the date of the placement of such that, so long as any Unit is in storage as provided in Section 6 hereof constitutes 6.1(c) of the Lease, the date of return thereof for the purpose of this clause (B) shall be the last day of the Storage Period), and (z) the release of the Lien of the Indenture on such Unit under this Lease)Unit; (ii) with respect to any particular Indemnified Person, Claims which are Taxes or LossesTaxes, whether or not the Lessee is required to indemnify therefor under Section 21.1 7.1 hereof or the Tax Indemnity Agreement, except Taxes arising by reason of ERISA and not related to such Indemnified Person’s making or holding its investment as contemplated by the Operative Agreements or in accordance with the instructions of Lessee. Except as expressly provided in the Operative Agreements (including the foregoing sentence), Lessee’s entire obligation with respect to taxes and losses of tax benefits are fully set out in Section 21.1 or the Tax Indemnity Agreement; (iii) with respect to any particular Indemnified Person, Claims to the extent attributable to resulting from (x) the gross negligence or willful misconduct of such Indemnified Person, or (other than gross negligence or willful misconduct imputed as a matter y) any breach of law any covenant to be performed by such Indemnified Person solely by reason under any of its interest in the Equipment), or to the breach of any contractual obligation byOperative Agreements, or the falsity or inaccuracy of any representation or warranty of such Indemnified Person or in any of such Indemnified Person’s Related Indemnitee Groupthe Operative Agreements or in a document or certificate delivered in connection therewith; (iv) with respect to any particular Indemnified Person, Claims to the extent attributable to any breach by such Indemnified Person of the warranty of quiet enjoyment set forth in Section 5.2 or any transfer (other than pursuant to Section 10, 11, 15 or 23 hereof) by such Indemnified Person of any interest in the Units or this Lease; (v) with respect to any particular Indemnified Person, any Claim to the extent attributable to the offer, sale or disposition (voluntary or involuntary) by or on behalf of such Indemnified Person of any interest in this Lease, or any similar security, other than a transfer by such Indemnified Person of its interests in any Unit pursuant to Section 10, 11 or 23 hereof or otherwise attributable to an Event of Default that has occurred and is continuing; (vi) [Intentionally Omitted]; (vii) [Intentionally Omitted]; 30 (viii) any Claim to the extent attributable to any transfer by the authorization Lessor of the Equipment or giving any portion thereof or unreasonable withholding any transfer by such Indemnified Person the Owner Participant of all or any future amendments, supplements, modifications, alterations, waivers or consents with respect to any portion of this Lease and its interest in the other Operative Agreements, Trust Estate other than such as have been requested by (A) any transfer after a Lease Default or consented Lease Event of Default, (B) the transfer of the Equipment or any Owner Participant's interest in the Equipment to by Lessee the Lessee, (C) the transfer of the Equipment to a third party pursuant to Lessee's election to terminate the Lease or necessary or required (D) any transfer of the Equipment pursuant to effectuate the purpose or intent of any Operative Agreement or as are expressly required by any Operative AgreementsSection 6.9; (ix) [Intentionally Omitted]; (x) [Intentionally Omitted]; (xi) any Claim which relates to a cost, fee or expense payable by a Person other than Lessee or Lessee pursuant to this Lease or any other Operative Agreement; (xii) any Claim which is an ordinary and usual operating or overhead expense of such Indemnified Person other than such expenses attributable to the occurrence of an Event of Default hereunder; (xiii) [Intentionally Omitted]; (xivv) with respect to any particular Indemnified Person, any Claim resulting from the imposition of any Lessor’s 's Lien attributable to such Indemnified Person; or (xvvi) with respect to any particular Indemnified Person, any Claim, 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 or restenciling granted under Section 6.1, 6.1 of the Lease or right of inspection granted under Sections 6.2 or 13.2 hereofof the Lease.

Lessee’s Claims Excluded. The following are excluded from the agreement to indemnify under this Section 21.27.2: (i) Claims with respect to any Unit to the extent attributable to acts or events occurring after (A) in the case of the exercise by the Lessee of a purchase option with respect to such Unit under Section 23 hereof22.1 or 22.3 of the Lease, the exercise by the Lessee of an early termination option with respect to such Unit under Section 10 hereof or of the Lease, the exercise by the Lessee of its right to purchase the Equipment under Section 6.9 of this Agreement, the occurrence of an Event of Loss with respect to such Unit under Section 11 hereofof the Lease, or the election to replace such Unit under Section 8.1(b), 8.3 or 9.1 of the Lease, the last to occur of (x) the payment of all amounts due from the Lessee in connection with any such event event, (y) the release of the Lien of the Indenture on such Unit, and (yz) legal transfer of title to such Unit to any Person other than Lessor, except in the case of a retention of any Unit by Lessor pursuant to the terms and provisions of Section 10.3 of the Lease, and in the case of any such retention, upon the effective date of the termination of the Lease Term with respect to such Unit retained by Lessor pursuant to Section 10.3 or (B) in all other casescases (except in any case where remedies are being exercised under Section 15 of the Lease), the last to occur of (x) with respect to such Unit, the earlier to occur of the termination of this the Lease or the expiration of the Lease Term and Term, (y) with respect to each Unit, the return of such Unit to the Lessor in accordance with the terms of this the Lease (it being understood that the date of the placement of such that, so long as any Unit is in storage as provided in Section 6 hereof constitutes 6.3(c) of the Lease, the date of return thereof for the purpose of this clause (B) shall be the last day of the Storage Period), and (z) the release of the Lien of the Indenture on such Unit under this LeaseUnit, except, in any instance referenced in the foregoing subsection (i), to the extent such Claim is fairly attributable to acts or events occurring prior to any such date or occurrence; (ii) with respect to any particular Indemnified Person, Claims which are Taxes or LossesTaxes, whether or not the Lessee is required to indemnify therefor under Section 21.1 7.1 hereof or the Tax Indemnity Agreement, except Taxes arising by reason of ERISA and not related to such Indemnified Person’s making or holding its investment as contemplated by the Operative Agreements or in accordance with the instructions of Lessee. Except as expressly provided in the Operative Agreements (including the foregoing sentence), Lessee’s entire obligation with respect to taxes and losses of tax benefits are fully set out in Section 21.1 or the Tax Indemnity Agreement; (iii) with respect to any particular Indemnified Person, Claims to the extent attributable to resulting from (x) the gross negligence or willful misconduct of such Indemnified Person, or (other than gross negligence or willful misconduct imputed as a matter y) any breach of law any covenant to be performed by such Indemnified Person solely by reason under any of its interest in the Equipment), or to the breach of any contractual obligation byOperative Agreements, or the falsity or inaccuracy of any representation or warranty of such Indemnified Person or in any of such Indemnified Person’s Related Indemnitee Groupthe Operative Agreements or in a document or certificate delivered in connection therewith; (iv) with respect to any particular Indemnified Person, Claims to the extent attributable to any breach by such Indemnified Person of the warranty of quiet enjoyment set forth in Section 5.2 or any transfer (other than pursuant to Section 10, 11, 15 or 23 hereof) by such Indemnified Person of any interest in the Units or this Lease; (v) with respect to any particular Indemnified Person, any Claim to the extent attributable to the offer, sale or disposition (voluntary or involuntary) by or on behalf of such Indemnified Person of any interest in this Lease, or any similar security, other than a transfer by such Indemnified Person of its interests in any Unit pursuant to Section 10, 11 or 23 hereof or otherwise attributable to an Event of Default that has occurred and is continuing; (vi) [Intentionally Omitted]; (vii) [Intentionally Omitted]; 30 (viii) any Claim to the extent attributable to any transfer by the authorization Lessor of the Equipment or giving any portion thereof or unreasonable withholding any transfer by such Indemnified Person the Owner Participant of all or any future amendments, supplements, modifications, alterations, waivers or consents with respect to any portion of this Lease and its interest in the other Operative Agreements, Trust Estate other than such as have been requested by (A) any transfer after a Lease Default or consented Lease Event of Default, (B) the transfer of the Equipment or any Owner Participant's interest in the Equipment to by Lessee the Lessee, (C) the transfer of the Equipment to a third party pursuant to Lessee's election to terminate the Lease or necessary or required (D) any transfer of the Equipment pursuant to effectuate the purpose or intent of any Operative Agreement or as are expressly required by any Operative AgreementsSection 6.9; (ix) [Intentionally Omitted]; (x) [Intentionally Omitted]; (xi) any Claim which relates to a cost, fee or expense payable by a Person other than Lessee or Lessee pursuant to this Lease or any other Operative Agreement; (xii) any Claim which is an ordinary and usual operating or overhead expense of such Indemnified Person other than such expenses attributable to the occurrence of an Event of Default hereunder; (xiii) [Intentionally Omitted]; (xivv) with respect to any particular Indemnified Person, any Claim resulting from the imposition of any Lessor’s 's Lien attributable to such Indemnified Person; or (xv) with respect to any particular Indemnified Person, any Claim, 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 6.1, 6.2 or 13.2 hereof.

Lessee’s Claims Excluded. The following are excluded from the agreement to indemnify under this Section 21.27.2: (i) Claims with respect to any Unit to the extent attributable to acts or events occurring after (A) in the case of the exercise by Lessee of a purchase option with respect to such Unit under Section 23 hereofof the Lease, the exercise by Lessee of an early termination option with respect to such Unit under Section 10 hereof of the Lease or the occurrence of an Event of Loss with respect to such Unit under Section 11 hereofof the Lease, the last to occur of (w) if an Event of Default exists, the elimination of such Event of Default and the payment of all amounts due under the Operative Agreements, (x) the payment of all amounts due from Lessee in connection with any such event and (y) legal transfer the release of title to the lien of the Indenture on such Unit to any Person other than Lessor or (B) in all other cases, with respect to such Unit the last to occur of (w) if an Event of Default exists, the elimination of such Event of Default and the payment of all amounts due under the Operative Agreements, (x) with respect to such Unit, the earlier to occur of the termination of this the Lease or the expiration of the Lease Term and Term, (y) with respect to each Unit, the return of such Unit to Lessor in accordance with the terms of this the Lease (it being understood that the date of the placement of such Unit in storage as provided in Section 6 hereof of the Lease constitutes the date of return of such Unit under this the Lease)) and (z) the release of the lien of the Indenture on such Unit; (ii) with respect to any particular Indemnified Person, Claims which are Taxes or Losses, whether or not Lessee is required to indemnify therefor under Section 21.1 7.1 hereof or the Tax Indemnity Agreement, except except, subject to subparagraph (xiii) below, Taxes arising by reason of ERISA and not related to such Indemnified Person’s making or holding its investment as contemplated by the Operative Agreements or in accordance with the instructions of Lessee. Except as expressly provided in the Operative Agreements (including the foregoing sentence), Lessee’s entire obligation with respect to taxes and losses of tax benefits are being fully set out in such Section 21.1 7.1 or the Tax Indemnity Agreement; (iii) with respect to any particular Indemnified Person, Claims to the extent attributable to the gross negligence or willful misconduct of (other than gross negligence or willful misconduct imputed as a matter of law to such 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 Indemnified 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 breach by such Indemnified Person of the warranty of quiet enjoyment set forth in Section 5.2 Article VIII or any transfer (other than pursuant to Section 10, 11, 15 or 23 hereofof the Lease or pursuant to the Indenture) by such Indemnified Person of any interest in the Units or this LeaseTrust Estate; (v) with respect to any particular Indemnified Person, any Claim to the extent attributable to the offer, sale or disposition (voluntary or involuntary) by or on behalf of such Indemnified Person of any Equipment Note or any interest in this Leasethe Trust Estate or the Trust Agreement, or any similar security, other than a transfer by such Indemnified Person of its interests in any Unit pursuant to Section 10, 11 or 23 hereof of the Lease or otherwise attributable to an a Lease Event of Default that has occurred and is continuing; (vi) [Intentionally Omitted]any Claim by Owner Trustee or Owner Participant and the Related Indemnitee Group of such Indemnified Person to the extent attributable to a failure on the part of Owner Trustee to distribute in accordance with the Trust Agreement any amounts received and distributable by it thereunder; (vii) [Intentionally Omitted]; 30any Claim (other than to the extent any such Claim is brought against Owner Participant or Owner Trustee and the Related Indemnitee Group of such Indemnified Person) to the extent attributable to a failure on the part of Indenture Trustee to distribute in accordance with the Indenture any amounts received and distributable by it thereunder; (viii) any Claim to the extent 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 of this Lease Agreement and the other Operative Agreements, other than such as have been requested by or consented to by Lessee or necessary or required to comply with applicable laws or to effectuate the purpose or intent of any Operative Agreement or as are expressly required by any Operative Agreements; (ix) [Intentionally Omitted]any Claim to the extent attributable to an Indenture Default that does not also constitute a Lease Default; (x) [Intentionally Omitted]; (xi) any Claim which relates to a cost, fee or expense payable by a Person other than Lessee or Lessee pursuant to this Agreement, the Lease or any other Operative Agreement; (xi) any Claim of Owner Participant or Owner Trustee to the extent that such Claim would not have arisen but for the appointment of a successor or an additional Owner Trustee without the consent of Lessee unless such successor or additional Owner Trustee had been appointed in connection with the exercise of remedies pursuant to Section 15 of the Lease following the occurrence and continuance of a Lease Event of Default; (xii) any Claim which is an ordinary and usual operating or overhead expense of such Indemnified Person other than such expenses attributable to the occurrence of an Event of Default hereunder;Default; or (xiii) [Intentionally Omitted]; (xiv) with respect to any a particular Indemnified Person, any Claim resulting from the imposition of any Lessor’s Lien attributable to Person and such Indemnified Person; or (xv’s Related Indemnitee Group, Claims resulting from any prohibited transaction, within the meaning of section 4975(c)(I) of the Code, occurring with respect to any particular Indemnified Person, any Claim, to the extent the risk thereof has been expressly assumed by purchase or holding of Equipment Notes under circumstances when such Indemnified Person in connection with the exercise by caused such Indemnified Person of the right of inspection granted under Section 6.1, 6.2 purchase or 13.2 hereofholding and knew it would constitute such a prohibited transaction.

Lessee’s Claims Excluded. The following are excluded from the agreement to indemnify under this Section 21.27.2: (i) Claims with respect to any Unit to the extent attributable to acts or events occurring after (A) in the case of the exercise by Lessee of a purchase option with respect to such Unit under Section 23 hereofof the Lease, the exercise by Lessee of an early termination option with respect to such Unit under Section 10 hereof of the Lease or the occurrence of an Event of Loss with respect to such Unit under Section 11 hereofof the Lease, the last to occur of (w) if an Event of Default exists, the elimination of such Event of Default and the payment of all amounts due under the Operative Agreements, (x) the payment of all amounts due from Lessee in connection with any such event and (y) legal transfer the release of title to the lien of the Indenture on such Unit to any Person other than Lessor or (B) in all other cases, with respect to such Unit the last to occur of (w) if an Event of Default exists, the elimination of such Event of Default and the payment of all amounts due under the Operative Agreements, (x) with respect to such Unit, the earlier to occur of the termination of this the Lease or the expiration of the Lease Term and Term, (y) with respect to each Unit, the return of such Unit to Lessor in accordance with the terms of this the Lease (it being understood that the date of the placement of such Unit in storage as provided in Section 6 hereof of the Lease constitutes the date of return of such Unit under this the Lease)) and (z) the release of the lien of the Indenture on such Unit; (ii) with respect to any particular Indemnified Person, Claims which are Taxes or Losses, whether or not Lessee is required to indemnify therefor under Section 21.1 7.1 hereof or the Tax Indemnity Agreement, except except, subject to subparagraph (xiii) below, Taxes arising by reason of ERISA and not related to such Indemnified Person’s making or holding its investment as contemplated by the Operative Agreements or in accordance with the instructions of Lessee. Except Lessee (it being hereby agreed that except as expressly provided in the Operative Agreements (including the foregoing sentence), Lessee’s entire obligation with respect to taxes Taxes and losses of tax benefits are Losses being fully set out in such Section 21.1 7.1 or the Tax Indemnity Agreement); (iii) with respect to any particular Indemnified Person, Claims to the extent attributable to the gross negligence or willful misconduct of (other than gross negligence or willful misconduct imputed as a matter of law to such 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 Indemnified 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 breach by such Indemnified Person of the warranty of quiet enjoyment set forth in Section 5.2 Article VIII or any transfer (other than pursuant to Section 10, 11, 15 or 23 hereofof the Lease or pursuant to the Indenture) by such Indemnified Person of any interest in the Units or this LeaseTrust Estate; (v) with respect to any particular Indemnified Person, any Claim to the extent attributable to the offer, sale or disposition (voluntary or involuntary) by or on behalf of such Indemnified Person of any Equipment Note or any interest in this Leasethe Trust Estate or the Trust Agreement, or any similar security, other than a transfer by such Indemnified Person of its interests in any Unit pursuant to Section 10, 11 or 23 hereof of the Lease or otherwise attributable to an a Lease Event of Default that has occurred and is continuing; (vi) [Intentionally Omitted]any Claim by Owner Trustee or Owner Participant and the Related Indemnitee Group of such Indemnified Person to the extent attributable to a failure on the part of Owner Trustee to distribute in accordance with the Trust Agreement any amounts received and distributable by it thereunder; (vii) [Intentionally Omitted]; 30any Claim (other than to the extent any such Claim is brought against Owner Participant or Owner Trustee and the Related Indemnitee Group of such Indemnified Person) to the extent attributable to a failure on the part of Indenture Trustee to distribute in accordance with the Indenture any amounts received and distributable by it thereunder; (viii) any Claim to the extent 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 of this Lease Agreement and the other Operative Agreements, other than such as have been requested by or consented to by Lessee or necessary or required to comply with applicable laws or to effectuate the purpose or intent of any Operative Agreement or as are expressly required by any Operative Agreements; (ix) [Intentionally Omitted]any Claim to the extent attributable to an Indenture Default that does not also constitute a Lease Default; (x) [Intentionally Omitted]; (xi) any Claim which relates to a cost, fee or expense payable by a Person other than Lessee or Lessee pursuant to this Agreement, the Lease or any other Operative Agreement; (xi) any Claim of Owner Participant or Owner Trustee to the extent that such Claim would not have arisen but for the appointment of a successor or an additional Owner Trustee without the consent of Lessee unless such successor or additional Owner Trustee had been appointed in connection with the exercise of remedies pursuant to Section 15 of the Lease following the occurrence and continuance of a Lease Event of Default; (xii) any Claim which is an ordinary and usual operating or overhead expense of such Indemnified Person other than such expenses attributable to the occurrence of an Event of Default hereunderDefault; (xiii) [Intentionally Omitted];with respect to a particular Indemnified Person and such Indemnified Person’s Related Indemnitee Group, Claims resulting from any prohibited transaction, within the meaning of Section 4975(c)(I) of the Code, occurring with respect to the purchase or holding of Equipment Notes under circumstances when such Indemnified Person caused such purchase or holding and knew it would constitute such a prohibited transaction; or (xiv) with respect any Claim relating to any particular Indemnified Person, any Claim resulting from principal or interest payable under the imposition of any Lessor’s Lien attributable to such Indemnified Person; or (xv) with respect to any particular Indemnified Person, any Claim, to Equipment Notes or 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 6.1, 6.2 or 13.2 hereofIndenture.

Lessee’s Claims Excluded. The following are excluded from the agreement to indemnify under this Section 21.27.2: (i) Claims with respect to any Unit to the extent attributable to acts or events occurring after (A) in the case of the exercise by Lessee of a purchase option with respect to such Unit under Section 23 hereofof the Lease, the exercise by Lessee of an early termination option with respect to such Unit under Section 10 hereof of the Lease or the occurrence of an Event of Loss with respect to such Unit under Section 11 hereofof the Lease, the last to occur of (w) if an Event of Default exists, the elimination of such Event of Default and the payment of all amounts due under the Operative Agreements, (x) the payment of all amounts due from Lessee in connection with any such event and (y) legal transfer the release of title to the lien of the Indenture on such Unit to any Person other than Lessor or (B) in all other cases, with respect to such Unit the last to occur of (w) if an Event of Default exists, the elimination of such Event of Default and the payment of all amounts due under the Operative Agreements, (x) with respect to such Unit, the earlier to occur of the termination of this the Lease or the expiration of the Lease Term and Term, (y) with respect to each Unit, the return of such Unit to Lessor in accordance with the terms of this the Lease (it being understood that the date of the placement of such Unit in storage as provided in Section 6 hereof of the Lease constitutes the date of return of such Unit under this the Lease)) and (z) the release of the lien of the Indenture on such Unit; (ii) with respect to any particular Indemnified Person, Claims which are Taxes or Losses, whether or not Lessee is required to indemnify therefor under Section 21.1 7.1 hereof or the Tax Indemnity Agreement, except except, subject to subparagraph (xii) below, Taxes arising by reason of ERISA and not related to such Indemnified Person’s making or holding its investment as contemplated by the Operative Agreements or in accordance with the instructions of Lessee. Except as expressly provided in the Operative Agreements (including the foregoing sentence), Lessee’s entire obligation with respect to taxes and losses of tax benefits are being fully set out in such Section 21.1 7.1 or the Tax Indemnity Agreement; (iii) with respect to any particular Indemnified Person, Claims to the extent attributable to the gross negligence or willful misconduct of (other than gross negligence or willful misconduct imputed as a matter of law to such 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 Indemnified 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 breach by such Indemnified Person of the warranty of quiet enjoyment set forth in Section 5.2 8 or any transfer (other than pursuant to Section 10, 11, 15 or 23 hereofof the Lease or pursuant to the Indenture) by such Indemnified Person of any interest in the Units or this LeaseTrust Estate; (v) with respect to any particular Indemnified Person, any Claim to the extent attributable to the offer, sale or disposition (voluntary or involuntary) by or on behalf of such Indemnified Person of any Equipment Note or any interest in this Leasethe Trust Estate or the Trust Agreement, or any similar security, other than a transfer by such Indemnified Person of its Participation Agreement (KCSR 2005-1) - 41 - interests in any Unit pursuant to Section 10, 11 or 23 hereof of the Lease and Section 11 of the Indenture or otherwise attributable to an a Lease Event of Default that has occurred and is continuing; (vi) [Intentionally Omitted]any Claim by Owner Trustee or Owner Participant and the Related Indemnitee Group of such Indemnified Person to the extent attributable to a failure on the part of Owner Trustee to distribute in accordance with the Trust Agreement any amounts received and distributable by it thereunder; (vii) [Intentionally Omitted]; 30any Claim (other than to the extent any such Claim is brought against Owner Participant or Owner Trustee and the Related Indemnitee Group of such Indemnified Person) to the extent attributable to a failure on the part of Indenture Trustee to distribute in accordance with the Indenture any amounts received and distributable by it thereunder; (viii) any Claim to the extent 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 of this Lease Agreement and the other Operative Agreements, other than such as have been requested by or consented to by Lessee or necessary or required to comply with applicable laws or to effectuate the purpose or intent of any Operative Agreement or as are expressly required by any Operative Agreements; (ix) [Intentionally Omitted]any Claim to the extent attributable to an Indenture Default that does not also constitute a Lease Default; (x) [Intentionally Omitted]; (xi) any Claim which relates to a cost, fee or expense payable by a Person other than Lessee or Lessee pursuant to this Agreement, the Lease or any other Operative Agreement; (xiixi) any Claim which is an ordinary and usual operating or overhead expense of such Indemnified Person other than such expenses attributable to the occurrence of an Event of Default hereunder;Default; or (xiii) [Intentionally Omitted]; (xivxii) with respect to any a particular Indemnified Person, any Claim resulting from the imposition of any Lessor’s Lien attributable to Person and such Indemnified Person; or (xv’s Related Indemnitee Group, Claims resulting from any prohibited transaction, within the meaning of section 4975(c)(I) of the Code, occurring with respect to any particular Indemnified Person, any Claim, to the extent the risk thereof has been expressly assumed by purchase or holding of Equipment Notes under circumstances when such Indemnified Person in connection with the exercise by caused such Indemnified Person of the right of inspection granted under Section 6.1, 6.2 purchase or 13.2 hereofholding and knew it would constitute such a prohibited transaction.