Common use of Operational indemnity Clause in Contracts

Operational indemnity. NAC 29 shall, within 5 Business Days of demand, indemnify each Shared Secured Party for all costs, losses or liabilities suffered or incurred by that Shared Secured Party: (a) relating to or, arising directly or indirectly from the purchase, sale, import, export, registration, ownership, leasing, sub leasing, operation, possession, redelivery, control, use storage, fuelling, xxxxxxx or supplying of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts); (b) relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever out of, the condition, testing, delivery, design, manufacture, modification, repair, refurbishment, inspection, insurance, maintenance, overhaul, replacement, removal or disposal of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts) or relating to loss or destruction of or damage to any property or death or injury of or other loss of whatsoever nature suffered by any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters; (c) due to any design, article or material in any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts) or the operation or use thereof constituting an infringement of any patent or other intellectual property right or any other similar right whatsoever; (d) in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts) or in securing the release of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts); or provided that, NAC 29 shall not be liable to pay to a Shared Secured Party any such costs, losses or liabilities to the extent that: (i) such costs, losses or liabilities are the result of the gross negligence or wilful misconduct of such Shared Secured Party; (ii) such costs, losses or liabilities constitute ordinary and usual operating or overhead expenses of such Shared Secured Party or are costs, losses or liabilities which a Shared Secured Party has expressly agreed to bear pursuant to the terms of any of the Debt Documents; (iii) such costs, losses or liabilities are the result of the breach by such Shared Secured Party of any of its express obligations under any of the Debt Documents (other than a breach which is attributable to the breach by any member of the NAC Group of its obligations under that Debt Document); or (iv) the relevant Shared Secured Party has recovered such costs, losses or liabilities by way of a recovery under any policies of insurance maintained in respect of the relevant NAC 29 Aircraft Asset.

Operational indemnity. NAC 29 shallThe Lessee shall indemnify and at all times keep indemnified each Indemnitee against, within 5 Business Days of demandon an After-Tax Basis, indemnify each Shared Secured Party for all costs, losses or liabilities suffered or Losses which may at any time be incurred by that Shared Secured PartyIndemnitee: (ai) relating Subject to orthe next following paragraph, the Lessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, save and keep harmless each of them from any and all Expenses imposed on, incurred by or asserted against any Indemnitee arising out of or directly or indirectly resulting from (A) the purchase, sale, import, export, registration, ownership, leasing, sub leasing, operation, possession, redelivery, control, use storage, fuelling, xxxxxxx or supplying of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts); (b) relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever out of, the condition, testing, delivery, design, manufacture, modification, repair, refurbishment, inspection, insuranceuse, maintenance, overhaul, replacementtesting, removal registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, or disposal sale of any NAC 29 Aircraft Asset (includingAircraft, separatelyany Airframe or any Engine, its constituent airframe, engines and parts) or relating to loss any engine used in connection with such Airframe or destruction any part of or damage to any property or death or injury of or other loss of whatsoever nature suffered by any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters; (c) due to by the Lessee, any design, article or material in any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts) or the operation or use thereof constituting an infringement of any patent or other intellectual property right lessee or any other similar right Person whatsoever; (d) , whether or not such operation, possession, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, or sale is in preventing or attempting to prevent compliance with the arrestterms of the Mortgage, confiscation, seizure, taking in execution, impounding, forfeiture or detention of any NAC 29 Aircraft Asset (including, separatelywithout limitation, its constituent airframeclaims for death, engines personal injury or property damage or other loss or harm to any person whatsoever and partsclaims relating to any laws, rules or regulations pertaining to such operation, possession, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, non-use, modification, alteration, sale or return including environmental control, noise and pollution laws, rules or regulations; (B) the manufacture, design, purchase, acceptance, rejection, delivery, or in securing the release of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts); or provided that, NAC 29 shall not be liable to pay to a Shared Secured Party any such costs, losses or liabilities to the extent that: (i) such costs, losses or liabilities are the result of the gross negligence or wilful misconduct condition of such Shared Secured Party; (ii) Aircraft, such costsAirframe or any Engine, losses any engine used in connection with such Airframe, or liabilities constitute ordinary and usual operating or overhead expenses of such Shared Secured Party or are costs, losses or liabilities which a Shared Secured Party has expressly agreed to bear pursuant to the terms any part of any of the Debt Documents; foregoing including, without limitation, latent and other defects, whether or not discoverable, or trademark or copyright infringement; (iiiC) such costsany breach of or failure to perform or observe, losses or liabilities are the result any other noncompliance with, any covenant or agreement to be performed, or other obligation of the breach by such Shared Secured Party of any of its express obligations Lessee under any of the Debt Operative Documents (other than to which it is a breach which is attributable to party, or the breach by falsity of any member representation or warranty of the NAC Group Lessee in any of the Operative Documents to which it is a party; (D) the offer, sale and delivery by the Lessee or anyone acting on behalf of the Lessee of any Note or successor debt obligations issued in connection with the refunding or refinancing thereof (including, without limitation, any claim arising out of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other Federal or state statute, law or regulation, or at common law or otherwise relating to securities (collectively “Securities Liabilities”)) (the indemnity provided in this clause (D) to extend also to any Person who controls an Indemnitee, its obligations under that Debt Documentsuccessors, assigns, employees, directors, officers, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended); or and (ivE) the relevant Shared Secured Party has recovered such coststransactions contemplated by the Operative Documents or any lease hereunder, losses any Lease Event of Default or liabilities by way the enforcement against the Lessee of a recovery under any policies of insurance maintained in respect of the relevant NAC 29 Aircraft Assetterms thereof (including, without limitation, Article V of the Mortgage).

Operational indemnity. NAC 29 shall, 13.1.1 The Borrower shall indemnify each Indemnitee (within 5 ten (10) Business Days of demand, indemnify each Shared Secured Party for all costs, losses or liabilities suffered or incurred demand accompanied by that Shared Secured Party: (a) relating to or, arising directly or indirectly supporting particulars in reasonable detail from the purchaseapplicable Indemnitee) for, saleeach Loss and each Expense which may from time to time be imposed on, importincurred or suffered by or asserted against any Indemnitee (whether or not such Loss or Expense is also indemnified or insured against by any other person, export, registration, ownership, leasing, sub leasing, operation, possession, redelivery, control, use storage, fuelling, xxxxxxx but subject to Clause 13.6 (No Double Counting)) resulting from the financing of the Borrower's or supplying any Sub-Borrower's acquisition and ownership of any NAC 29 Aircraft Asset (includingor from the leasing by the Borrower, separatelyany Sub-Borrower or any Intermediate Lessee to the relevant Lessee of, its constituent airframeor the leasing by the relevant Lessee to any other person of, engines and parts); (b) relating toany Aircraft, or in connection with or arising directly or indirectly out of or in any manner or for any cause or reason whatsoever out ofway connected with the manufacture, the conditionacceptance, testingpurchase, delivery, designany delay in or postponement of delivery, manufacturenon-delivery, ownership, possession, charter, use, leasing, sub-leasing, presence, operation, condition, storage, packing, freight, shipping, transportation, modification, repairalteration, refurbishment, inspectionmaintenance, insurance, maintenance, overhaul, replacement, removal refurbishment, remarketing, management, sale, registration, de-registration, redelivery, servicing or disposal repair of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts) or relating to loss or destruction of or damage to any property or death or injury of or other loss of whatsoever nature suffered by any person caused by, relating to in connection with or arising from any Indemnitee having or out being deemed to have any interest in any Aircraft, whether or not such claim may be attributable to any defect in any Aircraft and regardless of (when the same shall arise and whether or not such Aircraft is in each case whether directly the possession or indirectly) any control of the foregoing matters; (c) due to any design, article or material in any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts) or the operation or use thereof constituting an infringement of any patent or other intellectual property right Borrower or any other similar right whatsoever; (d) in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts) or in securing the release of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts); or provided that, NAC 29 shall not be liable to pay to a Shared Secured Party any such costs, losses or liabilities to the extent that: (i) such costs, losses or liabilities are the result of the gross negligence or wilful misconduct of such Shared Secured Party; (ii) such costs, losses or liabilities constitute ordinary and usual operating or overhead expenses of such Shared Secured Party or are costs, losses or liabilities which a Shared Secured Party has expressly agreed to bear pursuant to the terms of any of the Debt Documents; (iii) such costs, losses or liabilities are the result of the breach by such Shared Secured Party of any of its express obligations under any of the Debt Documents (other than a breach which is attributable to the breach by any member of the NAC Group of its obligations under that Debt Document); or (iv) the relevant Shared Secured Party has recovered such costs, losses or liabilities by way of a recovery under any policies of insurance maintained in respect of the relevant NAC 29 Aircraft Assetperson.

Operational indemnity. NAC 29 shallThe Lessee shall indemnify and at all times keep indemnified each Indemnitee against, within 5 Business Days of demandon an After-Tax Basis, indemnify each Shared Secured Party for all costs, losses or liabilities suffered or Losses which may at any time be incurred by that Shared Secured PartyIndemnitee: (ai) relating Subject to orthe next following paragraph, the Lessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, save and keep harmless each of them from any and all Expenses imposed on, incurred by or asserted against any Indemnitee arising out of or directly or indirectly resulting from (A) the purchase, sale, import, export, registration, ownership, leasing, sub leasing, operation, possession, redelivery, control, use storage, fuelling, xxxxxxx or supplying of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts); (b) relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever out of, the condition, testing, delivery, design, manufacture, modification, repair, refurbishment, inspection, insuranceuse, maintenance, overhaul, replacementtesting, removal registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, or disposal sale of the Aircraft, the Airframe or any NAC 29 Aircraft Asset (includingEngine, separately, its constituent airframe, engines and parts) or relating to loss any engine used in connection with the Airframe or destruction any part of or damage to any property or death or injury of or other loss of whatsoever nature suffered by any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) any of the foregoing matters; (c) due by the Lessee, any lessee or any other Person whatsoever, whether or not such operation, possession, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, or sale is in compliance with the terms of the Mortgage, including, without limitation, claims for death, personal injury or property damage or other loss or harm to any person whatsoever and claims relating to any laws, rules or regulations pertaining to such operation, possession, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, non-use, modification, alteration, sale or return including environmental control, noise and pollution laws, rules or regulations; (B) the manufacture, design, article purchase, acceptance, rejection, delivery, or material condition of the Aircraft, the Airframe or any Engine, any engine used in connection with the Airframe, or any part of any of the foregoing including, without limitation, latent and other defects, whether or not discoverable, or trademark or copyright infringement; (C) any breach of or failure to perform or observe, or any other noncompliance with, any covenant or agreement to be performed, or other obligation of the Lessee under any of the Operative Documents to which it is a party, or the falsity of any representation or warranty of the Lessee in any NAC 29 Aircraft Asset of the Operative Documents to which it is a party; (D) the offer, sale and delivery by the Lessee or anyone acting on behalf of the Lessee of any Note or successor debt obligations issued in connection with the refunding or refinancing thereof (including, separatelywithout limitation, its constituent airframeany claim arising out of the Securities Act of 1933, engines and parts) or as amended, the operation or use thereof constituting an infringement Securities Exchange Act of any patent or other intellectual property right 1934, as amended, or any other similar right whatsoever; Federal or state statute, law or regulation, or at common law or otherwise relating to securities (dcollectively “Securities Liabilities”)) (the indemnity provided in preventing this clause (D) to extend also to any Person who controls an Indemnitee, its successors, assigns, employees, directors, officers, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended); and (E) the transactions contemplated by the Operative Documents or attempting to prevent any lease hereunder, any Lease Event of Default or the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention enforcement against the Lessee of any NAC 29 Aircraft Asset of the terms thereof (including, separatelywithout limitation, its constituent airframe, engines and parts) or in securing the release of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts); or provided that, NAC 29 shall not be liable to pay to a Shared Secured Party any such costs, losses or liabilities to the extent that: (i) such costs, losses or liabilities are the result Article V of the gross negligence or wilful misconduct of such Shared Secured Party;Mortgage). (ii) such costs, losses Limitations on Indemnity. The foregoing indemnity shall not extend to any Expense of any Indemnitee to the extent attributable to one or liabilities constitute ordinary and usual operating more of the following: (1) acts or overhead expenses omissions involving the willful misconduct or gross negligence of such Shared Secured Party Indemnitee or are costsany Person acting on behalf of such Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft); (2) the failure by such Indemnitee to perform or observe any agreement, losses covenant or liabilities which a Shared Secured Party has expressly agreed to bear pursuant to the terms of condition in any of the Debt Operative Documents applicable to it, including, without limitation, the creation or existence of a Security Trustee Lien or a Lender Lien (except to the extent such failure was caused directly by the failure of the Lessee to perform any of its obligations under the Operative Documents;); (3) any representation or warranty by such Indemnitee in the Operative Documents or in connection therewith being incorrect in any material respect; (4) with respect to any Indemnitee, a disposition (voluntary or involuntary) by such Indemnitee of all or any part of such Indemnitee’s interest in the Airframe, any Engine or in any Operative Document other than during the continuance of an Event of Default; (5) other than amounts necessary to make payments on an after-tax basis, any Tax, or increase in Tax liability under any applicable law whether or not the Lessee is required to indemnify for such Tax pursuant to Schedule III to the Note Purchase Agreement; (6) acts or events occurring after (x) the Notes and all other amounts due to such Indemnitee under the Operative Documents have been paid in full or (y) the transfer of possession of the Aircraft pursuant to Article V of the Mortgage except to the extent that such Claim is attributable to acts occurring in connection with the exercise of remedies pursuant to Section 5.01 of the Mortgage following the occurrence and continuance of an Event of Default; (7) a failure on the part of the Security Trustee or either Agent to distribute in accordance with the Note Purchase Agreement or the Mortgage any amounts received and distributable by it thereunder; and (8) any Expense which is payable or borne by a Person other than the Lessee pursuant to any provision of any Operative Document. (iii) Claims Against Indemnities. If a claim is made against an Indemnitee involving one or more Expenses and such costsIndemnitee has notice thereof, losses or liabilities are such Indemnitee shall promptly after receiving such notice give notice of such claim to the Lessee; provided that the failure to provide such notice shall not release the Lessee from any of its obligations to indemnify hereunder except to the extent that the Lessee is prejudiced as a result of the breach failure to give such notice in a timely fashion, and no payment by the Lessee to an Indemnitee pursuant to this Section 26(c) shall be deemed to constitute a waiver or release of any right or remedy which the Lessee may have against such Indemnitee for any actual damages as a result of the failure by such Shared Secured Party Indemnitee to give the Lessee such notice. The Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as the Lessee has acknowledged in writing its responsibility for such Expense hereunder (unless such Expense is covered by clause (ii) of this Section 26(c), except that such acknowledgment does not apply if the decision of a court or arbitrator provides that the Lessee is not liable hereunder), (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Documents, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its express obligations under reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at the Lessee’s sole expense, to participate therein. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions. Notwithstanding any of the Debt Documents (foregoing, the Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Lease Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the sale, forfeiture or loss of the Aircraft unless the Lessee shall have posted a bond or other than a breach which is attributable security reasonably satisfactory to the breach by relevant Indemnitee with respect to such risk or if such proceedings could entail any member risk of the NAC Group of its obligations under that Debt Document); or (iv) the relevant Shared Secured Party has recovered criminal liability being imposed on such costs, losses or liabilities by way of a recovery under any policies of insurance maintained in respect of the relevant NAC 29 Aircraft AssetIndemnitee.

Operational indemnity. NAC 29 shall11.1 Subject to clause 11.2, within 5 Business Days of demandthe Borrower agrees to defend, indemnify and hold harmless each Shared Secured Party for of the Indemnitees on demand from and against any and all costs, losses Losses as a result of claims by third parties (regardless of when the same are made or liabilities incurred) which: DPP — Execution Version 11.1.1 may at any time be suffered or incurred by that Shared Secured Party: (a) relating to or, arising directly or indirectly from as a result of or connected with the purchasepossession, saledelivery, importperformance, exporttransportation, replacement, exchange, removal, pooling, interchange, sub-leasing, wet leasing, chartering, importation, exportation, storage, presence, management, ownership, registration, ownershipcontrol, maintenance, condition, service, repair, overhaul, leasing, sub leasinguse, operation, possession, redelivery, control, use storage, fuelling, xxxxxxx operation or supplying redelivery of any NAC 29 Aircraft Asset (includingor any part thereof) (either in the air or on the ground) whether or not those Losses may be attributable to any defect in any Aircraft (or any part thereof) or to its design, separatelytesting or use or otherwise, its constituent airframeand regardless of when the same arises or whether it arises out of or is attributable to any act or omission, engines and parts)negligent or otherwise, of any Indemnitee; (b) relating to, or arising directly or indirectly in any manner or for any cause or reason whatsoever 11.1.2 arise out of, the condition, testing, delivery, design, manufacture, modification, repair, refurbishment, inspection, insurance, maintenance, overhaul, replacement, removal or disposal of any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts) act or relating to loss omission which invalidates or destruction of or damage to any property or death or injury of or other loss of whatsoever nature suffered by any person caused by, relating to or arising from or out of (in each case whether directly or indirectly) which renders voidable any of the foregoing mattersInsurances; (c) due 11.1.3 arise in relation to any design, article or material in any NAC 29 Aircraft Asset (including, separately, its constituent airframe, engines and parts) or the operation or use thereof constituting an infringement of any patent or other intellectual property right or any other similar right whatsoever; (d) in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of any NAC 29 Aircraft Asset (includingor any part thereof), separately, its constituent airframe, engines and parts) or in securing the release its release; or 11.1.4 may at any time be suffered or incurred as a consequence of any NAC 29 design, article or material in any Aircraft Asset (includingor any part thereof) or its operation or use constituting an infringement of patent, separatelycopyright, its constituent airframetrademark, engines and parts); design or provided that, NAC 29 other proprietary right or a breach of any obligation of confidentiality owed to any person in respect of any of the matters referred to in this clause 11.1. 11.2 The Borrower shall not be liable required to pay defend, indemnify and/or hold harmless any Indemnitee from or against any Loss referred to a Shared Secured Party any such costs, losses or liabilities in clause 11.1 to the extent thatthat that Loss: (i) such costs, losses or liabilities are the 11.2.1 arises solely as a result of the gross negligence or wilful misconduct of such Shared Secured Partythat Indemnitee; (ii) such costs, losses or liabilities constitute 11.2.2 constitutes the ordinary and usual operating or and overhead expenses of such Shared Secured Party or are costs, losses or liabilities which a Shared Secured Party has expressly agreed to bear that Indemnitee; 11.2.3 is indemnified pursuant to the terms of any clause 12 or clause 13 of the Debt Facility Agreement; 11.2.4 has been recovered and retained by that Indemnitee pursuant to another indemnity provision of the Facility Documents; (iii) such costs, losses 11.2.5 would not have been incurred or liabilities are the result of the suffered or otherwise would not have arisen but for any breach by such Shared Secured Party that Indemnitee of any of its express representations, warranties or obligations under any Facility Document (but excluding any breach in consequence of the Debt Documents (other than a breach which is attributable to the breach failure by any member of the NAC Group Obligor to perform any of its obligations under that Debt any Facility Document); or (iv) the relevant Shared Secured Party has recovered such costs, losses or liabilities by way of 11.2.6 arises as a recovery under any policies of insurance maintained in respect result of the relevant NAC 29 Aircraft Assetexistence of any Security created by or through that Indemnitee. 11.3 The indemnities contained in this clause 11 will continue in full force after the Termination Date.