Common use of General Indemnity Clause in Contracts

General Indemnity. Lessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on or arising out of (A) the execution, delivery and performance of the Operative Documents or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, maintenance, overhaul, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.

General Indemnity. Lessee Subject to the next following paragraph but without limiting any other rights that any Indemnitee may have under the other Operative Documents or applicable law, the Borrower hereby agrees to indemnify each Indemnitee on an after-tax basis against, and agrees to protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on or Indemnitee arising out of or resulting from (Ai) the executionoperation, delivery and performance of the Operative Documents or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacturepossession, purchaseuse, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacturemaintenance, purchaseoverhaul, testing, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspectionnon-delivery, lease, subleasenonuse, modification, alteration, or sale of the Aircraft, the Airframe or any Engine, or any engine used in connection with the Airframe or any part of any of the foregoing by the Borrower, any lessee or any other Person whatsoever, whether or not such operation, possession, storage, use or non-use, operation, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition sale is in compliance with the terms of the Aircraft Mortgage, including, without limitation, claims for death, personal injury or property damage or other loss or harm to any violation of law person whatsoever and claims relating to the Aircraft (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; (ii) the manufacture, design, purchase, acceptance, rejection, delivery, or 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 or and other defects, whether or not discoverable, strict tort liability and any claim for patent, or trademark or copyright infringement; (Diii) 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 offer Borrower under any of the Operative Documents, or sale the falsity of any interest representation or warranty of the Borrower in any of the Trust Estate Operative Documents; and (iv) any Event of Default hereunder or the Trust Agreement or any similar interest on or prior to enforcement against the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale Borrower of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISAincluding, without limitation, Section 12 hereof); provided, that the . The foregoing indemnity shall not extend to an Indemnitee with respect to any Expense of any Indemnitee to the extent such Expense is attributable to one or more of the following: (1) any representation acts or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) omissions involving the willful misconduct or the gross negligence of such Indemnitee, Indemnitee or (4) (A) in the case any Person acting on behalf of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Airframe or Aircraft, as finally determined by a court of competent jurisdiction); (2) any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative DocumentsTax, or increase in tax liability under any tax law (5such matter being subject to the indemnity in Sections 8(b) any Tax and (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 belowc) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(bhereof); (3) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Administrative Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement Operative Documents any amounts received and distributable by it thereunder; (4) any breach of undertaking or any misrepresentation contained herein or in any other Operative Document to which such Indemnitee is a party or any agreement relating hereto or thereto by such Indemnitee and in each case not attributable directly to any breach of undertaking, any misrepresentation or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents noncompliance with respect to any of the Operative Documents which amendments, supplements, waivers terms hereof or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (any other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable agreement relating hereto or thereto by Lessee under the Operative Documents, Borrower; (5) a Lender Lien; or (136) any amount that is an ordinary and usual operating a violation of the Securities Act relating to or overhead expense arising out of any the offer, issuance, sale or delivery by such Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which person who controls such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 15 of ERISA or Section 4975(c)(1the Securities Act) of any security based upon the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 credit of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the AircraftBorrower. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee (or its agent) shall promptly after receiving such notice give notice of such claim to Lesseethe Borrower; provided that the failure to give provide such notice shall not affect release the Borrower from any of its obligations of Lessee to indemnify hereunder except to the extent Lessee that the Borrower is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of the failure to give such failurenotice in a timely fashion, and no payment by the Borrower to an Indemnitee pursuant to this Section 8(a) shall be deemed to constitute a waiver or release of any right or remedy which the Borrower may have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give the Borrower such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee The Borrower shall be entitled, at its sole cost and expense, acting through a single counsel reasonably acceptable to the respective Indemnitee, so long as the Borrower has acknowledged in writing its responsibility for such Expense hereunder (unless such Expense is covered by the second paragraph of this Section 8(a), except that such acknowledgment does not apply if the decision of a court or arbitrator provides that the Borrower 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 best 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 Lesseethe Borrower's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee the Borrower pursuant to the preceding provisions. Notwithstanding any of the foregoing, the Borrower shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any 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 Borrower shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee with respect to such risk or if such proceedings could entail any risk of criminal liability being imposed on such Indemnitee. The affected Indemnitee shall supply Lessee the Borrower with such information reasonably requested by Lessee the Borrower as is necessary or advisable for Lessee the Borrower to control or participate in any proceeding to the extent permitted by this Section 6(c8(a). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lesseethe Borrower, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c8(a). The Lessee shall supply In the case of any Expense indemnified by Borrower hereunder which is covered by a policy of insurance maintained by Borrower, each Indemnitee agrees, at Borrower's expense, to cooperate reasonably with the insurers in the exercise of their rights to investigate, defend or compromise such information loss or liability as may be reasonably requested by required to retain the Indemnitee as is necessary benefits of such insurance with respect to such loss or advisable for the Indemnitee to control or participate in any proceeding to liability. To the extent permitted by this Section 6(c). Upon of any payment of any Expense pursuant to this Section 6(c8(a), Lesseethe Borrower, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee the Borrower to permit Lessee the Borrower to pursue such claims, if any, to the extent reasonably requested by Lesseethe Borrower. If In the event that the Borrower shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 8(a), and such Indemnitee subsequently shall be reimbursed in whole or in partrespect of such indemnified amount from any other Person, with respect to any Expense paid by Lessee hereunder, it will such Indemnitee shall promptly pay the Borrower the amount refundedof such reimbursement, including interest received thereto (but not an amount in excess of the amount Lessee attributable thereto, provided that no Special Default or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person continuing. Amounts payable under the Lease or any other Operative Document. Any such amount this Section 8(a) shall be held payable by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event Borrower within thirty days of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentencedemand therefor.

General Indemnity. Except as otherwise expressly set forth in Section 1.03, Lessee hereby agrees to indemnify indemnify, reimburse, hold harmless and defend each Indemnitee againstfrom and against any and all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, legal proceedings, whether civil or criminal, penalties, fines and other sanctions, and agrees to protectany reasonable attorneys' fees and other reasonable costs and expenses in connection herewith, save (including any of the foregoing arising or imposed with or without fault of any Indemnitee, or under the doctrine of absolute or strict liability) and keep harmless each of them including any third party claims arising from (whether or not the transactions contemplated herein or in any way connected with injury to or death of the other Operative Documents are consummated), any Person or loss or damage to property (any and all Expenses imposed on, incurred by or asserted against any Indemnitee, of which are hereafter referred to as "CLAIMS") which in any way relating toresult from, based on pertain to or arising arise out of of, or are in any manner related to (Aa) the executionLease, delivery and performance of the any other Operative Documents Document or the Pass Through Documents and Manufacturer Purchase Agreement or the transactions contemplated thereby; breach of any representation, warranty or covenant made by Lessee hereunder, thereunder or in any document delivered by Lessee in connection herewith or therewith, or (Bb) the condition, ownership, manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, acceptance, possession, storagereturn, use or non-disposition, use, operation, maintenance, overhaulrepair, modificationalteration or control of the Aircraft, alterationthe Airframe, conditionany Engine or any Part, replacementeither in the air or on the ground during the Term, or (c) any defect in the Aircraft, any Engine or any Part (whether or not discovered or discoverable by Lessee or Lessor) arising from the material or any articles used therein or from the design, testing, or use thereof or from any maintenance, service, repair, substitutionoverhaul, sale, return or other disposition testing of the Aircraft including, without limitationAircraft, any violation of law relating to the Aircraft (including environmental laws), latent Engine or other defectsany Part, whether or not discoverablethe Aircraft, strict tort liability and any claim for patent, trademark such Engine or copyright infringement; (D) the offer or sale of any interest such Part is in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation possession of securities laws or ERISA); or (E) the offer or sale Lessee, and regardless of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to where the Aircraft) on the Delivery Date , such Engine or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrectPart may then be located, or (2d) the failure by such Indemnitee to perform or observe any of its agreementstransaction, covenants or conditions in any of the Operative Documents or the Pass Through Documentsapproval, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) document contemplated by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by the Manufacturer Purchase Agreement or given or entered into in connection herewith or therewith. Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to all rights and remedies that any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements against the Manufacturer and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease subcontractors or any other Operative Document. Any person as to any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) andClaims, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, but only to the extent that Lessee has no obligations hereunder paid in full to such Person, Indemnitee the amount claimed by it hereunder with respect to such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceClaims.

General Indemnity. Lessee hereby agrees to indemnify each Indemnitee against, and agrees to The Company will at all times protect, indemnify and save harmless the Collateral Agent, each holder and keep harmless each of them their respective officers, directors, employees, agents and representatives (referred too herein as the “Indemnitees”) from and against all liabilities, obligations, claims, judgments, damages, penalties, fines, assessments, losses, indemnities, contributions, causes of action, costs and expenses (whether including, without limitation, the fees and expenses of attorneys, auditors and consultants) imposed upon or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based the Indemnitees on or arising out account of (Aa) the execution, delivery and performance any failure of the Operative Documents Company or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacture, purchase, acceptance any Subsidiary or rejection any employee or agent of any thereof to comply with any of the Airframe terms, covenants, obligations or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out prohibitions of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, maintenance, overhaul, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) the offer or sale of any interest in the Trust Estate or the Trust this Agreement or any similar interest on or prior to the Delivery Date other Transaction Document, (including b) any violation of securities laws or ERISA); or (E) the offer or sale breach of any interest in the Equipment Notes representation or the Pass Through Certificates (or other evidence warranty of the debt relating Company or any Subsidiary set forth in this Agreement or in any other Transaction Document or any certificate delivered by the Company or any Subsidiary pursuant hereto or thereto, or any claim that any statement, representation or warranty of the Company or any Subsidiary in any of the foregoing documents contains or contained any untrue or misleading statement of material fact or omits or omitted to state any material facts necessary to make the Aircraftstatements made therein not misleading in light of the circumstances under which they were made, (c) on the Delivery Date any action, suit, claim, proceeding or investigation of a judicial, legislative, administrative or regulatory nature arising from or in connection with a refinancing in accordance with the terms hereof Collateral, including without limitation (including 1) the presence, escape, seepage, leakage, discharge, emission, release, removal or threatened release, or disposal of any Hazardous Materials and (2) any violation of securities laws any law, ordinance or ERISA); providedgovernmental rules or regulations including without limitation any Environmental Law, (d) any suit, action, administrative proceeding, enforcement action, or governmental or private action of any kind whatsoever commenced against the Company, any Subsidiary or any Indemnitee which might adversely affect the validity or enforceability of this Agreement or any other Transaction Document or the performance by the Company or any Subsidiary of any of its obligations hereunder or thereunder or (e) any loss or damage to property or any injury to or death of any Person that the foregoing indemnity shall not extend to an Indemnitee with respect may be occasioned by any cause whatsoever pertaining to any Expense to Collateral or the extent such Expense is attributable to one or more of use thereof, and shall further indemnify and save harmless the following: Indemnitees from and against (1) all amounts paid in settlement of any representation litigation commenced or warranty by such reasonably threatened against any Indemnitee in that falls within the Operative Documents or the Pass Through Documents being incorrectscope of clauses (a) through (e) above, or and (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) all expenses reasonably incurred in the case investigation of, preparation for or defense of any Indemniteelitigation, the offer, sale proceeding or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case investigation of any Indemnitee, nature whatsoever that falls within the offer, sale or other disposition by such Indemnitee scope of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents clauses (a) are not through (e) above, commenced or were not requested by Lessee or (b) are not occasioned by a specific requirement of reasonably threatened against the Operative DocumentsCompany, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document Subsidiary or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.

General Indemnity. Lessee Owner hereby agrees to indemnify each Indemnitee against, and agrees to protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on or arising out of (A) the execution, delivery and performance of the Operative Documents or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, maintenance, overhaul, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; or (D) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease)Engine, (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes)Tax, or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (97) in the case of any Pass Through TrusteeTrustee or the Subordination Agent, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) 8) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee Owner or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (129) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense expense that is not reimbursable by Lessee Owner under the Operative Documents, or (1310) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (1511) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (1612) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (1713) any amount that constitutes principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. LesseeOwner's indemnity obligation to an Indemnitee under this Section 6(c6(b) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c6(b) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c6(b). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee Owner pursuant to this Section 6(c6(b) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is are not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee Owner an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c6(b) by Lessee Owner to such Indemnitee (less any payments previously made by such Indemnitee to Lessee Owner pursuant to this Section 6(c6(b)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee Owner to make payments to such Indemnitee pursuant to this Section 6(c6(b)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to LesseeOwner; provided that the failure to give such notice shall not affect the obligations of Lessee Owner hereunder except to the extent Lessee Owner is prejudiced by such failure or the LesseeOwner's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expensesexpenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses 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 best 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 LesseeOwner's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee Owner shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee Owner pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee Owner with such information reasonably requested by Lessee Owner as is necessary or advisable for Lessee Owner to control or participate in any proceeding to the extent permitted by this Section 6(c6(b). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of LesseeOwner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c6(b). The Lessee Owner shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c6(b). Upon payment of any Expense pursuant to this Section 6(c6(b), LesseeOwner, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee Owner to permit Lessee Owner to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceOwner.

General Indemnity. Subject to the other provisions of this Section 10.3, Lessee hereby agrees to pay, defend and indemnify and hold Lessor, Indenture Trustee, Administrative Agent and Collateral Agent and their respective Affiliates, successors and assigns (including any consolidated or combined group of which any such Person is a member) (each Indemnitee against, and agrees to protect, save and keep a "Tax Indemnitee") harmless each of them on an After-Tax Basis from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses federal, state, local and foreign taxes, excise taxes, fees, withholdings, levies, documentary stamps, imposts, duties, assessments, penalties and charges of any kind and nature whatsoever, together with any penalties, fines or interest thereon (herein called "Taxes") howsoever imposed, whether levied or imposed on, incurred by upon or asserted against any a Tax Indemnitee, Lessee, any Item of Equipment, or any part thereof, by any federal, state or local government or taxing authority in the United States, or by any way relating totaxing authority of a foreign country or subdivision thereof, based on upon or arising out of with respect to (Ai) the executionItems of Equipment, delivery and performance any Item of the Operative Documents Equipment or the Pass Through Documents and the transactions contemplated thereby; any part thereof, (Bii) the manufacture, purchaseconstruction, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufactureordering, purchase, registration, reregistration, financing, refinancingtransfer, ownership, transfer of ownership, titling or re-titling, registration or re-registration, delivery, nondeliveryleasing, inspection, lease, subleasesubleasing, possession, storage, use or non-use, operation, maintenance, overhaulstorage, modificationremoval, alterationreturn, conditionmortgaging, replacement, repair, substitution, sale, return or other disposition of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) the offer or sale granting of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation in, transfers of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); providedtitle to, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offeracquisition, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9licensing, 10documentation, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offerrepossession, sale or other acquisition or disposition (voluntary or involuntary) by such Note Holder of all the Items of Equipment, any Item of Equipment or any part thereof, (iii) the revenues, rent, receipts or earnings arising from any Item of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in thereof, (iv) any Operative Document, (v) any Lease Payment or Supplemental Payment or any payment made to Lessor, Indenture Trustee or any Tranche A Noteholder, any Tranche B Lender, by Lessor or Lessee pursuant to the Operative Documents, or (5vi) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with otherwise in respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which thereof or any Indemnitee expressly transaction or transactions contemplated hereby or thereby. Lessee further agrees to pay under defend and indemnify and hold Lessor harmless on an After-Tax Basis from any Operative Document and all Taxes howsoever imposed, whether levied or imposed upon or asserted against any amount which is expressly stated to be an Expense that is not reimbursable Person by Lessee under any federal, state or local government or taxing authority in the Operative DocumentsUnited States, or (13) by any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means taxing authority of a foreign tax credit, depreciation country or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay subdivision thereof against which Lessor has agreed to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to indemnify such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceLessor Indemnity Agreement.

General Indemnity. (a) Lessee hereby agrees to indemnify indemnify, reimburse, and hold harmless each Indemnitee against, from and agrees to protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), against any and all Expenses imposed onclaims, incurred by or asserted against any Indemniteedamages, in any way relating tolosses, based on or arising out of liabilities (A) the execution, delivery and performance of the Operative Documents or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, maintenance, overhaul, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft including, without limitation, any violation claim or liability for strict liability in tort or otherwise imposed), obligations, demands, suits, judgments, causes of law relating action, legal proceedings, whether civil, criminal or administrative, penalties, fines, other sanctions, and all costs and expenses of any nature whatsoever, including attorney's fees and expenses (any and all of which are hereafter referred to as "Losses") which in any way at any time may result from, pertain to, or arise out of, the Aircraft, this Lease or any other Lessee Document, the lease of the Aircraft by Lessor to Lessee under the Lease, the breach of any representation, warranty or covenant made by Lessee hereunder or the condition, ownership, manufacture, purchase, delivery, non-delivery, acceptance, rejection, possession, return, disposition, subleasing, use or operation, maintenance, service, repair, overhaul, construction, design (including environmental laws)including, without limitation, latent or and other defects, defects whether or not discoverablediscovered or discoverable by the Indemnitee, strict tort liability and and, with respect to any Part installed on the Aircraft by Lessee, any claim for patent, trademark or copyright infringement; ), or acceptance (Din each and every case) of the offer Aircraft or sale of Airframe, any interest Engine or Part either in the Trust Estate air or on the Trust Agreement ground, or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest defect in the Equipment Notes Aircraft arising from the material or any articles used therein or from the Pass Through Certificates (design, testing or other evidence use thereof or from any maintenance, service, repair, overhaul or testing of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all Aircraft or any part Airframe, Engine or Part regardless of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9when such defect shall be discovered, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee such Aircraft or any Airframe, Engine or Part is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and at the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) time in the case possession of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest Lessee and whether it is in the Trust Estate or the Trust Agreement United States of America or any similar interest except during the continuance of an Event of Default so long as such disposition is made other country. The indemnities contained in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) 9.1 shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) continue in full force and effect notwithstanding the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss expiration or (IV) other termination of the Lease and payment by Lessee are expressly made for the benefit of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be enforceable by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective each Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.

General Indemnity. Lessee Subject to the next following paragraph but without limiting any other rights that any Indemnitee may have under the other Operative Documents or applicable law, the Borrower hereby agrees to indemnify each Indemnitee on an after-tax basis against, and agrees to protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all \ Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on or Indemnitee arising out of or resulting from (Ai) the executionoperation, delivery and performance of the Operative Documents or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacturepossession, purchaseuse, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacturemaintenance, purchaseoverhaul, testing, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspectionnon-delivery, lease, subleasenonuse, modification, alteration, or sale of any Aircraft, Airframe or Engine, or any engine used in connection with any Airframe or any part of any of the foregoing by the Borrower, any lessee or any other Person whatsoever, whether or not such operation, possession, storage, use or non-use, operation, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition sale is in compliance with the terms of the Aircraft Mortgage, including, without limitation, claims for death, personal injury or property damage or other loss or harm to any violation of law person whatsoever and claims relating to the Aircraft (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; (ii) the manufacture, design, purchase, acceptance, rejection, delivery, or condition of any Aircraft, Airframe or Engine, any engine used in connection with any Airframe, or any part of any of the foregoing including, without limitation, latent or and other defects, whether or not discoverable, strict tort liability and any claim for patent, or trademark or copyright infringement; (Diii) 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 offer Borrower under any of the Operative Documents, or sale the falsity of any interest representation or warranty of the Borrower in any of the Trust Estate Operative Documents; and (iv) any Event of Default hereunder or the Trust Agreement or any similar interest on or prior to enforcement against the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale Borrower of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISAincluding, without limitation, Section 12 hereof); provided, that the . The foregoing indemnity shall not extend to an Indemnitee with respect to any Expense of any Indemnitee to the extent such Expense is attributable to one or more of the following: (1) any representation acts or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) omissions involving the willful misconduct or the gross negligence of such Indemnitee, Indemnitee or (4) (A) in the case any Person acting on behalf of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Airframe or an Aircraft, as finally determined by a court of competent jurisdiction); (2) any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative DocumentsTax, or increase in tax liability under any tax law (5such matter being the subject to the indemnity in Sections 8(b) any Tax and (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 belowc) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(bhereof); (3) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Administrative Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement Operative Documents any amounts received and distributable by it thereunder; (4) any breach of undertaking or any misrepresentation contained herein or in any other Operative Document to which such Indemnitee is a party or any agreement relating hereto or thereto by such Indemnitee and in each case not attributable directly to any breach of undertaking, any misrepresentation or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents noncompliance with respect to any of the Operative Documents which amendments, supplements, waivers terms hereof or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (any other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated agreement relating hereto or thereto by Borrower; (5) attributable to be an Expense that is not reimbursable by Lessee under the Operative Documents, a Lender Lien; or (136) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft Expenses as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen violation of the United States Securities Act (as defined below) relating to or arising out of the offer, issuance, sale or delivery by such Indemnitee (or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which person who controls such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 15 of ERISA or Section 4975(c)(1the Securities Act of 1933 (the "Securities Act"), as amended) of any security based upon the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 credit of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the AircraftBorrower. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee (or its agent) shall promptly after receiving such notice give notice of such claim to Lesseethe Borrower; provided that the failure to give provide such notice shall not affect release the Borrower from any of its obligations of Lessee to indemnify hereunder except to the extent Lessee that the Borrower is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of the failure to give such failurenotice in a timely fashion, and no payment by the Borrower to an Indemnitee pursuant to this Section 8(a) shall be deemed to constitute a waiver or release of any right or remedy which the Borrower may have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give the Borrower such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee The Borrower shall be entitled, at its sole cost and expense, acting through a single counsel reasonably acceptable to the respective Indemnitee, so long as the Borrower has acknowledged in writing its responsibility for such Expense hereunder (unless such Expense is covered by the second paragraph of this Section 8(a), except that such acknowledgment does not apply if the decision of a court or arbitrator provides that the Borrower 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 best 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 Lesseethe Borrower's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee the Borrower pursuant to the preceding provisions. Notwithstanding any of the foregoing, the Borrower shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the sale, forfeiture or loss of an Aircraft unless the Borrower shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee with respect to such risk or if such proceedings could entail any risk of criminal liability being imposed on such Indemnitee. The affected Indemnitee shall supply Lessee the Borrower with such information reasonably requested by Lessee the Borrower as is necessary or advisable for Lessee the Borrower to control or participate in any proceeding to the extent permitted by this Section 6(c8(a). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lesseethe Borrower, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c8(a). The Lessee shall supply In the case of any Expense indemnified by Borrower hereunder which is covered by a policy of insurance maintained by Borrower, each Indemnitee agrees, at Borrower's expense, to cooperate reasonably with the insurers in the exercise of their rights to investigate, defend or compromise such information loss or liability as may be reasonably requested by required to retain the Indemnitee as is necessary benefits of such insurance with respect to such loss or advisable for the Indemnitee to control or participate in any proceeding to liability. To the extent permitted by this Section 6(c). Upon of any payment of any Expense pursuant to this Section 6(c8(a), Lesseethe Borrower, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee the Borrower to permit Lessee the Borrower to pursue such claims, if any, to the extent reasonably requested by Lesseethe Borrower. If In the event that the Borrower shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 8(a), and such Indemnitee subsequently shall be reimbursed in whole or in partrespect of such indemnified amount from any other Person, with respect to any Expense paid by Lessee hereunder, it will such Indemnitee shall promptly pay the Borrower the amount refundedof such reimbursement, including interest received thereto (but not an amount in excess of the amount Lessee attributable thereto, provided that no Special Default or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person continuing. Amounts payable under the Lease or any other Operative Document. Any such amount this Section 8(a) shall be held payable by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event Borrower within thirty days of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentencedemand therefor.

General Indemnity. The Lessee hereby agrees to indemnify each Indemnitee againstassumes liability for, and agrees to protect, save and keep harmless each of them from (whether or not any of the transactions contemplated herein hereby shall be consummated and whether or in not the Lease, any Lease Supplement or other Operative Document has expired or been terminated) agrees to defend, indemnify, protect, release, save and hold harmless and keep whole each Indemnified Person, on an After-Tax Basis, from and against any and all liabilities (including but not limited to liabilities arising out of the doctrine of strict liability or arising out of violation of regulatory requirements of any kind), obligations, losses, damages, penalties, claims (including Environmental Claims), actions, suits, judgments, costs, expenses, charges, fees and disbursements (including out of pocket fees and expenses, Fees and Expenses and costs of investigation), whether any of the other Operative Documents are consummated)foregoing be founded or unfounded, any of whatsoever kind and all Expenses nature (collectively, the "Claims") that may be imposed on, incurred by or asserted against any IndemniteeIndemnified Person or any Equipment, in any way relating to, based on to or arising out of (Aa) the execution, delivery and performance of Equipment or the Operative Documents (including, without limitation, the performance or enforcement of all obligations of the Lessee or the Pass Through Guarantor under the Operative Documents and the payments made pursuant thereto or any other transactions contemplated thereby; (B) thereby or the manufacturebreach of any covenant or agreement contained therein by the Lessee or the Guarantor, or the falsity of any representation or warranty made therein by the Lessee or the Guarantor), or the design, manufac- ture, construction, reassembly, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufactureacceptance, purchasepossession, registrationrejection, reregistrationcontrol, financing, refinancing, modification, alteration, testing, non-use, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, maintenanceleasing, overhaul, modification, alterationsubleasing, condition, replacementmaintenance, repair, sale, abandonment, storage, substitution, saleinsurance, redelivery or de-installation, return or other disposition of the Aircraft Equipment or any Item thereof (whether or not such Equipment or Item is in compliance with the Operative Documents), (b) any other disposition of, or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) on, the Equipment or any interest therein, including, without limitation, any violation claim or penalty arising out of law relating to violations of Applicable Law, or in tort (whether creating a strict liability or otherwise) or arising from the Aircraft (including environmental laws)active or passive negligence of an Indemnified Person, latent or other defects, whether or not discoverablediscoverable by any Indemnified Person, strict tort liability or any other Person, loss of or damage to any property or the environment, death of or injury to any Person and any claim for patent, trademark or copyright infringement; , (Dc) the offer offer, issuance, sale, resale or sale delivery of any interest in the Trust Estate or the Trust Agreement Note or any similar direct or beneficial interest on under any Operative Document, (d) any Event of Default, any Event of Loss, any redemption, refunding, prepayment or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence transfer of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing Notes made in accordance with the terms hereof (including Operative Documents, any violation of securities laws amendment, modification or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect supplement to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrectDocument, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee transfer of all or any part of its the right, title and interest of the Owner Trustee or any Owner Participant in the Airframe Trust Estate or any Engine (other than during the continuance of a Lease Event of Default or pursuant in, to and in accordance with Sections 9, 10, 15 or 19 under any of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, (e) the presence, Release or threatened Release of any Hazardous Substance in, on, at or from any Item of Equipment or any facility or site in or on which any Item of Equipment is or was present, stored, used, recycled, managed, treated, disposed of, or located at any time, (f) any transport, treatment, recycling, storage, Release, disposal or arrangement therefor, of any Hazardous Substance generated by, used in connection with or otherwise present in or on any Item of Equipment or any facility or site in or on which any Item of Equipment is or was present, stored, used, recycled, managed, treated, disposed of, or located at any time, (g) any Environmental Law or any published policy or guidance document issued in connection therewith or demand of a Governmental Authority applicable in any way whatsoever related to any Item of Equipment or any facility or site in or on which any Item of Equipment is or was present, stored, used, recycled, managed, treated, disposed of, or located at any time, (h) any loss of or damage to any property, natural resources or the environment, or death of or injury to any Person, resulting from or relating to any Hazardous Substance that is or was present, used, generated, treated, stored, recycled, managed, transported or Released in connection with any Item of Equipment or any facility or site in or on which any Item of Equipment is or was present, stored, used, recycled, managed, treated, disposed of or otherwise located at any time or (5i) any Tax (other than taxes non- exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code Code; provided, that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is shall not be required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay 6.1 to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.indemnify:

General Indemnity. Lessee hereby agrees to indemnify each Indemnitee againstpay, and agrees on demand to protectindemnify and hold harmless, save Lessor and keep harmless each of them from its officers, directors, employees, servants, agents, shareholders, affiliates, successors, assigns and transferees (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummatedindividually, an "Indemnitee"), from and against any and all Expenses imposed onclaims, incurred by or asserted against any Indemniteedamages, in any way relating losses, liabilities (including, but not limited to, based on any claim or liability for strict liability in tort or otherwise, including, without limitation, liability arising under any applicable environment, noise or pollution control statute, rule or regulation), demands, suits, judgments, causes of action and all legal proceedings, whether civil or criminal, penalties, fines and other sanctions, and any costs and expenses incurred in connection therewith, including reasonable attorney's fees, which may directly or indirectly result from, relate to or arise out of (A) the execution, delivery and performance assigned portions of the Operative Documents Purchase Agreement or this Lease or the Pass Through Documents and the transactions contemplated thereby; (B) the condition, ownership, manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacturetest flight, purchase, registration, reregistration, financing, refinancing, ownershipinspection, delivery, nondelivery, inspectionacceptance, nonacceptance, rejection, import, export, registration, lease, sublease, possession, control, storage, return, transportation, disposition, use or non-useoperation of any Item of Equipment (except as to an Indemnitee for claims that are the result of the gross negligence or willful misconduct of such Indemnitee), operationor which may be caused by any malfunction or defect in any Item of Equipment, latent or otherwise, arising from the material or any article used therein or from the design, testing or use thereof or from any maintenance, service, repair, overhaul, modificationimprovement, alterationmodification or alteration thereof, condition, replacement, repair, substitution, sale, return or other disposition regardless of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defectswhen such defect shall be discovered, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) such Item of Equipment is at the offer or sale of any interest time in the Trust Estate possession of Lessee and wherever located. Notwithstanding anything to the contrary contained in this Article 8(a), the indemnification provided for in this Article 8(a) shall only apply to events or the Trust Agreement or any similar interest on or circumstances which either (i) occur prior to the Delivery Date (including any violation expiration or sooner termination of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a this Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms hereof, regardless of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian)when asserted, or (ii) are caused by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account attributable to acts or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent omissions of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable lawofficers, interest at the Base Rate plus one percent (1.0%) shall be paiddirectors, on demandemployees, on any amount servants, agents, contractors or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceaffiliates.

General Indemnity. Lessee hereby agrees to indemnify each Indemnitee against, and agrees to The Borrower will at all times protect, indemnify and save harmless the Collateral Agent, each Lender and keep harmless each of them their respective officers, directors, employees, agents and representatives (referred too herein as the “Indemnitees”) from and against all liabilities, obligations, claims, judgments, damages, penalties, fines, assessments, losses, indemnities, contributions, causes of action, costs and expenses (whether including, without limitation, the fees and expenses of attorneys, auditors and consultants) imposed upon or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based the Indemnitees on or arising out account of (Aa) the execution, delivery and performance any failure of the Operative Documents Borrower or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacture, purchase, acceptance any Subsidiary or rejection any employee or agent of any thereof to comply with any of the Airframe terms, covenants, obligations or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out prohibitions of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, maintenance, overhaul, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) the offer or sale of any interest in the Trust Estate or the Trust this Agreement or any similar interest on or prior to other Financing Document (as defined in the Delivery Date Intercreditor Agreement), (including b) any violation of securities laws or ERISA); or (E) the offer or sale breach of any interest in the Equipment Notes representation or the Pass Through Certificates (or other evidence warranty of the debt relating Borrower or any Subsidiary set forth in this Agreement or in any other Financing Document or any certificate delivered by the Borrower or any Subsidiary pursuant hereto or thereto, or any claim that any statement, representation or warranty of the Borrower or any Subsidiary in any of the foregoing documents contains or contained any untrue or misleading statement of material fact or omits or omitted to state any material facts necessary to make the Aircraftstatements made therein not misleading in light of the circumstances under which they were made, (c) on the Delivery Date any action, suit, claim, proceeding or investigation of a judicial, legislative, administrative or regulatory nature arising from or in connection with a refinancing in accordance with the terms hereof Collateral, including without limitation (including 1) the presence, escape, seepage, leakage, discharge, emission, release, removal or threatened release, or disposal of any Hazardous Materials and (2) any violation of securities laws any law, ordinance or ERISA); providedgovernmental rules or regulations including without limitation any Environmental Law, (d) any suit, action, administrative proceeding, enforcement action, or governmental or private action of any kind whatsoever commenced against the Borrower, any Subsidiary or any Indemnitee which might adversely affect the validity or enforceability of this Agreement or any other Financing Document or the performance by the Borrower or any Subsidiary of any of its obligations hereunder or thereunder or (e) any loss or damage to property or any injury to or death of any Person that the foregoing indemnity shall not extend to an Indemnitee with respect may be occasioned by any cause whatsoever pertaining to any Expense to Collateral or the extent such Expense is attributable to one or more of use thereof, and shall further indemnify and save harmless the following: Indemnitees from and against (1) all amounts paid in settlement of any representation litigation commenced or warranty by such reasonably threatened against any Indemnitee in that falls within the Operative Documents or the Pass Through Documents being incorrectscope of clauses (a) through (e) above, or and (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) all expenses reasonably incurred in the case investigation of, preparation for or defense of any Indemniteelitigation, the offer, sale proceeding or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case investigation of any Indemnitee, nature whatsoever that falls within the offer, sale or other disposition by such Indemnitee scope of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents clauses (a) are not through (e) above, commenced or were not requested by Lessee or (b) are not occasioned by a specific requirement of reasonably threatened against the Operative DocumentsBorrower, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document Subsidiary or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.

General Indemnity. Lessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Lessee Documents are consummated), any and all Expenses liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements (including reasonable legal fees and expenses but excluding internal costs and expenses such as salaries and overhead), of whatsoever kind and nature (collectively called “Expenses”) imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or the Pass Through Lessee Documents and or any of the transactions contemplated thereby; thereby or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof, (B) the manufacture, purchase, acceptance or rejection of any Aircraft, Airframe, airframe, the Airframe Engine or any Engine or Parts; Part, (C) the Aircraft any Aircraft, Airframe or airframe (or any portion of any thereof) or any engine installed on the Airframe Engine or any airframe on which an Engine is installed Part whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspection, leasestorage, sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of any Aircraft, Airframe, airframe (or any portion of any thereof) or the Aircraft Engine or any Part) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability liability, any damage to property or the environment, death of or injury to any person and any claim for patent, trademark or copyright infringement; (D) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, provided that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is resulting from or arising out of or attributable to one or more of the following: (1A) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents applicable to it including, without limitation, with respect to the creation or existence of a Lessor Lien (including for this purpose Liens which would be Lessor Liens but for the Pass Through Documentsproviso in the definition of Lessor Liens) attributable to it (except to the extent such failure was caused by the failure of Lessee to perform any obligation under a Lessee Document), or (3C) the willful misconduct or the gross negligence of such Indemnitee, or (4D) (A) in the case of with respect to any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's ’s interest in the Engine or in the Operative DocumentsDocuments other than during the continuance of a Default or an Event of Default under the Lease, or (5E) except to the extent relating to the payment of any Expenses on an After-Tax Basis, any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b29(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes)hereof, or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11F) except to the extent fairly attributable to acts, omissions or events occurring prior thereto, acts or events occurring during which occur with respect to the Term Engine or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring any Part after the earlier of: (I) the return of physical possession of the Aircraft Engine or such Part to the Owner Trustee or its designee Lessor pursuant to the terms of the Lease Lease. Lessee further agrees to indemnify Lessor against, and agrees to protect, defend, save and keep harmless Lessor from (whether or not the transactions contemplated herein or in any of the other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15Lessee Documents are consummated), (II) the termination of the Term in accordance with Section 9 of the Leaseany and all liabilities, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documentsobligations, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses payable and disbursements of whatsoever kind and nature imposed on, incurred by or asserted against Lessor pursuant to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts indemnification obligations of Lessor under any agreement with any other person relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States Engine or any Aircraft or Airframe on which it is installed. Lessee further agrees that any payment or indemnity pursuant to this Section 29(c) in respect of any Expenses or other act amounts payable by Lessee pursuant to this Section 29(c) shall be paid on an After-Tax Basis. If, by reason of any Expense payment made to or omission for the account of an Indemnitee by Lessee pursuant to this Section 29(c), such Indemnitee subsequently realizes a tax deduction or credit or any reduction in Taxes not previously taken into account in computing such payment, such Indemnitee shall promptly pay to Lessee, but only if Lessee shall have made all payments then due and owing to such Indemnitee under the Owner TrusteeLessee Documents, an amount equal to the Owner Participant or sum of (I) the actual reduction in Taxes realized by such Indemnitee, or (15) any amounts Indemnitee which is attributable to any Lien which such Indemnitee is required to remove pursuant to deduction or credit, and (II) the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases actual reduction in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits Taxes realized by such Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence; provided, however, that no Indemnitee shall be obligated to make any payment pursuant to this sentence to the accrual or payment of such Expense shall equal extent that the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of would exceed (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the aggregate amount of all prior payments pursuant to this Section 6(c) by Lessee to such Indemnitee under this Section 29(c) less (less any ii) the aggregate amount of all prior payments previously made with respect to such Tax by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excesssentence, with any excess being carried forward to offset Lessee’s obligations, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make subsequent payments to such Indemnitee pursuant to under this Section 6(c)29(c). Nothing in this Section 6(c29(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the AircraftEngine. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, give notice of such claim to LesseeLessee and Lessor; provided that the failure to give provide such notice shall not affect the release Lessee from any of its obligations to indemnify hereunder, and no payment by Lessee to an Indemnitee pursuant to this Section 29(c) shall be deemed to constitute a waiver or release of any right or remedy which Lessee hereunder except to the extent Lessee is prejudiced by may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give Lessee such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as Lessee has agreed in a writing acceptable to such Indemnitee that Lessee is liable to such Indemnitee for such Expense hereunder, in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as Lessee has agreed in a writing acceptable to such Indemnitee that Lessee is liable to such Indemnitee for such Expense hereunder, 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 best reasonable efforts to obtain such severance, provided that Lessee has requested such severance and agrees to pay the reasonable out-of-pocket costs and expenses (including, without limitation, reasonable counsel fees and disbursements) incurred by such Indemnitee, if any, in connection with 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while a Default or an Event of Default shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Engine or on any Aircraft, Airframe or airframe on which the Trust EstateEngine is installed, or (O) if such proceeding could in the Trust Indenture Estate good faith opinion of such Indemnitee entail any risk of civil liability or any part thereof unless in such an event Lessee shall have posted criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c29(c). Such Unless a Default or an Event of Default shall have occurred and be continuing (in which case the consent of Lessee shall not be required), such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c29(c). The Lessee shall supply the affected Indemnitee and Lessor with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c29(c). Upon payment in full of any Expense or Tax pursuant to this Section 6(c)29, Lessee, or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating thereto; provided that Lessee shall not be so subrogated so long as a Default or an Event of Default has occurred and is continuing. The Such Indemnitee agrees to give such further reasonable assurances or agreements and to cooperate with provide such reasonable cooperation to Lessee or the insurers to permit Lessee or the insurers to pursue such claims, if any, to the extent reasonably requested by LesseeLessee or the insurers. If In the event that Lessee shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 29(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to Lessee an amount equal to the amount of such reimbursement (but in no event more than such payment from Lessee) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this sentence; provided, that Lessor shall not be obligated to make any payment pursuant to this Section 6(c)29(c) over to Lessee. To the extent permitted that the amount of such payment would exceed (i) the aggregate amount of all prior payments by applicable law, interest at Lessee to Lessor under this Section 29(c) less (ii) the Base Rate plus one percent (1.0%) shall be paid, on demand, on any aggregate amount or indemnity not paid when due of all prior payments by Lessor to Lessee pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable 29(c), with any excess being carried forward to Lessee by any Person pursuant offset Lessee’s obligations, if any, to make subsequent payments to Lessor under this Section 6 29(c); provided, further, that such Indemnitee shall not be paid have no obligation to reimburse Lessee if (i) a Lease Default or an Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default Airline Services Agreement shall have occurred and be continuing, been terminated or canceled or shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied have terminated in accordance with its terms or (ii) Lessee has not paid such Indemnitee all amounts required pursuant to this Section 29(c) and any other amounts then due to such Indemnitee from Lessee under any of the immediately preceding sentenceOperative Documents or Lessee Documents. Lessee’s obligations under the indemnities provided for in this Lease shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other document or instrument, and the Person seeking indemnification from Lessee pursuant to any provision of this Lease may proceed directly against Lessee without first seeking to enforce any other right of indemnification.

General Indemnity. Lessee Sublessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Sublessee Documents are consummated), any and all Expenses liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements (including reasonable legal fees and expenses but excluding internal costs and expenses such as salaries and overhead), of whatsoever kind and nature (collectively called “Expenses”) imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or the Pass Through Sublessee Documents and or any of the transactions contemplated thereby; thereby or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof, (B) the manufacture, purchase, acceptance or rejection of the Aircraft, Airframe or any Engine or Parts; Part, (C) the Aircraft (or any portion thereof) thereof or any Engine or engine installed on affixed to the Airframe or any airframe on which an Engine is installed Airframe) whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspection, leasestorage, sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof or any Engine or engine or Part affixed to the Airframe) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability liability, any damage to property or the environment, death of or injury to any person and any claim for patent, trademark or copyright infringement; (D) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, provided that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is resulting from or arising out of or attributable to one or more of the following: (1A) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents applicable to it including, without limitation, with respect to the creation or existence of a Sublessor Lien (including for this purpose Liens which would be Sublessor Liens but for the Pass Through Documentsproviso in the definition of Sublessor Liens) attributable to it (except to the extent such failure was caused by the failure of Sublessee to perform any obligation under a Sublessee Document), or (3C) the willful misconduct or the gross negligence of such Indemnitee, or (4D) (A) in the case of with respect to any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's ’s interest in the Airframe, any Engine or in the Operative DocumentsDocuments other than during the continuance of a Default or an Event of Default under the Sublease, or (5E) except to the extent relating to the payment of any Expenses on an After-Tax Basis, any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee Sublessee is required to indemnify for such Tax pursuant to Section 6(b29(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes)hereof, or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11F) except to the extent fairly attributable to acts, omissions or events occurring prior thereto, acts or events occurring during which occur with respect to the Term Airframe or actions taken (any Engine or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring Part after the earlier of: (I) the return of physical possession of the Aircraft Airframe or such Engine or Part to the Owner Trustee or its designee Sublessor pursuant to the terms of the Lease Sublease. Sublessee further agrees to indemnify Sublessor against, and agrees to protect, defend, save and keep harmless Sublessor from (whether or not the transactions contemplated herein or in any of the other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15Sublessee Documents are consummated), (II) the termination of the Term in accordance with Section 9 of the Leaseany and all liabilities, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documentsobligations, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses payable to third parties do not constitute "ordinary and usual operating disbursements of whatsoever kind and overhead expenses")nature imposed on, incurred by or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove asserted against Sublessor pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(17(c) of the CodeParticipation Agreement. Sublessee further agrees that any payment or indemnity pursuant to this Section 29(c) in respect of any Expenses or other amounts payable by Sublessee pursuant to this Section 29(c) shall be paid on an After-Tax Basis. If, occurring with respect by reason of any Expense payment made to or for the account of an Indemnitee by Sublessee pursuant to this Section 29(c), such Indemnitee subsequently realizes a tax deduction or credit or any reduction in Taxes not previously taken into account in computing A1-55 such payment, such Indemnitee shall promptly pay to Sublessee, but only if Sublessee shall have made all payments then due and owing to such Indemnitee under the Sublessee Documents, an amount equal to the purchase sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or holding of any Pass Through Certificate credit, and (iII) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than actual reduction in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits Taxes realized by such Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence; provided, however, that no Indemnitee shall be obligated to make any payment pursuant to this sentence to the accrual or payment of such Expense shall equal extent that the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of would exceed (i) the aggregate amount of all prior payments by Sublessee to such tax savings, plus any additional tax savings recognized as Indemnitee under this Section 29(c) less (ii) the result aggregate amount of any payment made all prior payments with respect to such Tax by such Indemnitee to Sublessee pursuant to this sentence, when, as if, and with any excess being carried forward to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excessoffset Sublessee’s obligations, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make subsequent payments to such Indemnitee pursuant to under this Section 6(c)29(c). Nothing in this Section 6(c29(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or Sublessee of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, give notice of such claim to LesseeSublessee and Sublessor; provided that the failure to give provide such notice shall not affect the release Sublessee from any of its obligations to indemnify hereunder, and no payment by Sublessee to an Indemnitee pursuant to this Section 29(c) shall be deemed to constitute a waiver or release of Lessee hereunder except to the extent Lessee is prejudiced by any right or remedy which Sublessee may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give Sublessee such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee Sublessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as Sublessee has agreed in a writing acceptable to such Indemnitee that Sublessee is liable to such Indemnitee for such Expense hereunder, in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as Sublessee has agreed in a writing acceptable to such Indemnitee that Sublessee is liable to such Indemnitee for such Expense hereunder, 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 best reasonable efforts to obtain such severance, provided that Sublessee has requested such severance and agrees to pay the reasonable out-of-pocket costs and expenses (including, without limitation, reasonable counsel fees and disbursements) incurred by such Indemnitee, if any, in connection with 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee Sublessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while a Default or an Event of Default or an Event of Default (as such term is defined in the Head Lease) or a Default (as such term is defined in the Head Lease) of the type referred to in Section 14(a), 14(b) or 14(e) of the Head Lease shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Aircraft, the Trust Estate, the Trust Indenture Estate or the Trust Estate or any part thereof unless thereof, or (O) if such proceeding could in the good faith opinion of such an event Lessee shall have posted Indemnitee entail any risk of civil liability or criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee Sublessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee Sublessee with such information reasonably requested by Lessee Sublessee as is necessary or advisable for Lessee Sublessee to control or participate in any proceeding to the extent permitted by this Section 6(c29(c). Such Unless a Default or an Event of Default shall have occurred and be continuing (in which case the consent of Sublessee shall not be required), such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of LesseeSublessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c29(c). The Lessee Sublessee shall supply the affected Indemnitee and Sublessor with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c29(c). Upon payment in full of any Expense or Tax pursuant to this Section 6(c)29, LesseeSublessee, or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating thereto; provided that Sublessee shall not be so subrogated so long as a Default or an Event of Default has occurred and is continuing. The Such Indemnitee agrees to give such further reasonable assurances or agreements and to cooperate with Lessee provide such reasonable cooperation to Sublessee or the insurers to permit Lessee Sublessee or the insurers to pursue such claims, if any, to the extent reasonably requested by LesseeSublessee or the insurers. If In the event that Sublessee shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 29(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to Sublessee an amount equal to the amount of such reimbursement (but in no event more than such payment from Sublessee) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this sentence; provided, that Sublessor shall not be obligated to make any payment pursuant to this Section 6(c)29(c) over to Lessee. To the extent permitted that the amount of such payment would exceed (i) the aggregate amount of all prior payments by applicable law, interest at Sublessee to Sublessor under this Section 29(c) less (ii) the Base Rate plus one percent (1.0%) shall be paid, on demand, on any aggregate amount or indemnity not paid when due of all prior payments by Sublessor to Sublessee pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable 29(c), with any excess being carried forward to Lessee by any Person pursuant offset Sublessee’s obligations, if any, to make subsequent payments to Sublessor under this Section 6 29(c); provided, further, that such Indemnitee shall not be paid have no obligation to Lessee reimburse Sublessee if (i) a Lease Default or an Event of Default or an Event of Default (as such term is defined in the Head Lease) has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default Airline Services Agreement shall have occurred and be continuing, been terminated or canceled or shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied have terminated in accordance with its terms or (ii) Sublessee has not paid such Indemnitee all amounts required pursuant to this Section 29(c) and any other amounts then due to such Indemnitee from Sublessee under any of the immediately preceding sentenceOperative Documents or Sublessee Documents. Sublessee’s obligations under the indemnities provided for in this Sublease shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other document or instrument, and the Person seeking indemnification from Sublessee pursuant to any provision of this Sublease may proceed directly against Sublessee without first seeking to enforce any other right of indemnification.

General Indemnity. Lessee The Owner hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements, of whatsoever kind and nature (collectively called "Expenses") imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or any lease or sublease of the Pass Through Documents Aircraft or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof and, only in the case of the Indemnitee who is the Subordination Agent or the Liquidity Provider, the Intercreditor Agreement and the transactions contemplated thereby; Liquidity Facilities, (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; Engine, (C) the Aircraft (or any portion thereof) thereof or any Engine or engine installed on affixed to the Airframe or any airframe on which an Engine is installed Airframe) whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspectionstorage, lease, sublease, sub-sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof or any Engine or engine affixed to the Airframe) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; infringement or (D) the offer offer, sale or sale delivery of the Secured Certificates (the indemnity in this clause (D) to extend also to any interest in person who controls an Indemnitee within the Trust Estate or meaning of Section 15 of the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation Securities Act of securities laws or ERISA1933, as amended); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, provided that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to resulting from or arising out of or which would not have occurred but for one or more of the following: (1A) any representation or warranty by such Indemnitee (or any member of the Related Indemnitee Group) in the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities or the any Pass Through Documents Trust Agreement or in connection therewith being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee (or any member of the Related Indemnitee Group) to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities or the any Pass Through DocumentsTrust Agreement applicable to it including, without limitation, the creation or existence of a Loan Participant Lien or an Indenture Trustee's Lien (except to the extent such failure was caused directly by the failure of the Owner to perform any obligation under an Owner Document), or (3C) the willful misconduct or the gross negligence of such IndemniteeIndemnitee (or any member of the Related Indemnitee Group) (other than gross negligence imputed to such Indemnitee (or any member of the Related Indemnitee Group) solely by reason of its interest in the Aircraft), or (4D) (A) in the case of with respect to any Indemnitee, the offer, sale or other a disposition (voluntary or involuntary) by such Indemnitee of all or any part of its such Indemnitee' s interest in the Airframe or Airframe, any Engine (or in the Operative Documents other than during the continuance of a Lease an Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of under the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative DocumentsTrust Indenture, or (5E) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee the Owner is required to indemnify for such Tax pursuant to Section 6(b7(b) hereof (it being understood that Section 6(b7(b) hereof and provides for the Tax Indemnity Agreement exclusively provide for LesseeOwner's liability with respect to Taxes), or (6F) in the case of the Owner an Indemnitee which is a Loan Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate a Certificate Holder or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or Indenture Trustee (7) in the case of the Owner Trustee in its individual and or trust capacities, capacity) and the Affiliatesaffiliates, successors and assigns thereof, a failure on the part of the Owner Indenture Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee use ordinary care to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10G) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendmentsDocuments, supplementsthe Intercreditor Agreement, waivers any of the Liquidity Facilities or consents (a) are not any Pass Through Trust Agreement other than such as have been consented to, approved, authorized or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative DocumentsOwner, or (11H) except subject to the next succeeding paragraph, any loss of tax benefits or increase in tax liability under any tax law whether or not the Owner is required to indemnify therefor pursuant to this Agreement, or (I) any Expense which is specified to be for the account of an Indemnitee pursuant to any Operative Document without express right of reimbursement under any Operative Document, or (J) as to any Indemnitee the funding of such Indemnitee's participation in the transaction contemplated by the Operative Documents giving rise to a "prohibited transaction" within the meaning of the provisions of the Code or the Regulations of the United States Department of Labor implementing ERISA or any other violation of the fiduciary responsibility provisions of ERISA, or (K) to the extent fairly attributable to acts the offer, sale or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return delivery of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease debt securities (other than pursuant any Secured Certificates or Pass Through Certificates) by the owner of the Pass Through Certificates issued by the Class B Pass Through Trust, or (L) to and the extent attributable to the offer or sale by such Indemnitee (or any member of the Related Indemnitee Group) of any interest in accordance with Section 15 thereofthe Aircraft, the Secured Certificates, 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 the Owner or any of its Affiliates). The foregoing indemnity shall not extend to any Expense to the extent that such Expense is not caused by, or does not arise out of, an act, omission or event which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled occurs prior to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 Lien of the Lease, (III) Trust Indenture and the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts other payments required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee Owner under the Operative Documents. The Owner further agrees that any payment or indemnity pursuant to this Section 7(c) in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any Federal, state or local government or taxing authority in the United States, or (13) any amount that is an ordinary and usual operating or overhead expense under the laws of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses")taxing authority or governmental subdivision of a foreign country, or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant territory or the Owner Trustee, as the case may be, not being a Citizen possession of the United States or any other act international authority, shall be equal to the excess, if any, of (A) the amount of such Expense over (B) the net reduction in Taxes required to be paid by such recipient resulting from the accrual or omission payment of such Expense. If, by reason of any Expense payment made to or for the account of an Indemnitee by the Owner Trusteepursuant to this Section 7(c), such Indemnitee subsequently realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing such payment, such Indemnitee shall promptly pay to the Owner, but only if the Owner Participant or such Indemnitee, or (15) any amounts attributable shall have made all payments then due and owing to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any an amount payable under the Pass Through Documents (other than the Participation Agreement) equal to the extent not included sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or credit, and (II) the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits actual reduction in Taxes realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraftsentence. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, give notice of such claim to Lesseethe Owner; provided that the failure to give provide such notice shall not affect release the Owner from any of its obligations to indemnify hereunder, and no payment by the Owner to an Indemnitee pursuant to this Section 7(c) shall be deemed to constitute a waiver or release of Lessee hereunder except to any right or remedy which the extent Lessee is prejudiced by Owner may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give the Owner such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee The Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), 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 best 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee the Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while an Event of Default shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Aircraft, the Trust Estate, the Trust Indenture Estate Collateral or any part thereof unless thereof, or (O) if such proceeding could in the good faith opinion of such an event Lessee shall have posted Indemnitee entail any material risk of criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee the Owner pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee the Owner with such information reasonably requested by Lessee the Owner as is necessary or advisable for Lessee the Owner to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lesseethe Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c7(c). The Lessee Owner shall supply the affected Indemnitee with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). When the Owner or the insurers under a policy of insurance maintained by the Owner (or any Lessee) undertakes the defense of an Indemnitee with respect to an Expense, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Indemnitee shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Owner or such insurers, provided that no such defense shall be compromised or settled on a basis that admits any gross negligence or willful misconduct on the part of such Indemnitee without such Indemnitee's prior consent. In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, it shall be a condition of such indemnity with respect to any particular Indemnitee that such Indemnitee shall cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. Notwithstanding any of the foregoing to the contrary, with respect to any Expense which is covered under policies of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, the rights of an Indemnitee to control or participate in any proceeding shall be modified to the extent necessary to comply with the requirements of such policies and the rights of the insurers thereunder. Upon payment of any Expense or Tax pursuant to this Section 6(c)7, Lesseethe Owner or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating theretothereto other than claims under Section 5.03 of the Trust Indenture. The Such Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee the Owner or the insurers to permit Lessee the Owner or the insurers to pursue such claims, if any, to the extent reasonably requested by Lesseethe Owner or the insurers. If In the event that the Owner shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 7(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to the Owner an amount equal to the amount of such reimbursement (but in no event more than such payment from the Owner) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this Section 6(c)sentence, provided that (i) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease no Event of Default has occurred and is continuing or and (ii) such Indemnitee shall have no obligation to reimburse the Owner if the Owner has not paid such Indemnitee all amounts required pursuant to this Section 7(c) and any payment is other amounts then due and owing by Lessee to such Person Indemnitee from the Owner under any of the Operative Documents. The Owner's obligations under the Lease indemnities provided for in this Agreement shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other Operative Documentdocument or instrument, and the Person seeking indemnification from the Owner pursuant to any provision of this Agreement may proceed directly against the Owner without first seeking to enforce any other right of indemnification. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount D. W-8 BEN of CDC Finance—CDC IXIS 86 E. Letter from LMA to such Person) andNWA re Exhibits E and G of Note Purchase Agreement 87 F. Letter from Elektra to NWA re Exhibits F and H of Note Purchase Agreement 88 KEY NWA Northwest Airlines, if a Lease Event Inc. ST&B Xxxxxxx Xxxxxxx & Xxxxxxxx CWT Cadwalader Xxxxxxxxxx & Xxxx XX Crédit Lyonnais S&S Shearman & Sterling XX Xxxxxx Price Xxxxxxx & Kammholz XX Xxxxxxxx Chance BD Xxxxxxx Xxxx LLP WFBN Xxxxx Fargo Bank Northwest, National Association RQN Xxx Xxxxxxx & Xxxxxxx XX Xxxxx & Xxxxx SSB State Street Bank and Trust Company WFW Xxxxxx Xxxxxx & Xxxxxxxx CDC Caisse des Depots ct Consignations CDCFP CDC Financial Products Inc. CDC-IXIS CDC Finance—CDC IXIS SSC State Street Bank and Trust Company of Default shall have occurred and be continuingConnecticut, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee)National Association LMA Liquidités de Marché S.A. Elektra Elektra Purchase No. At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.1 Ltd. QuickLinks Exhibit 99.30

General Indemnity. Lessee The Owner hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements, of whatsoever kind and nature (collectively called "Expenses") imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or any lease or sublease of the Pass Through Documents Aircraft or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof and, only in the case of the Indemnitee who is the Subordination Agent or the Primary Liquidity Provider, the Intercreditor Agreement and the transactions contemplated thereby; Primary Liquidity Facilities, (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; Engine, (C) the Aircraft (or any portion thereof) thereof or any Engine or engine installed on affixed to the Airframe or any airframe on which an Engine is installed Airframe) whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspectionstorage, lease, sublease, sub-sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof or any Engine or engine affixed to the Airframe) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; infringement or (D) the offer offer, sale or sale delivery of the Secured Certificates (the indemnity in this clause (D) to extend also to any interest in person who controls an Indemnitee within the Trust Estate or meaning of Section 15 of the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation Securities Act of securities laws or ERISA1933, as amended); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, provided that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to resulting from or arising out of or which would not have occurred but for one or more of the following: (1A) any representation or warranty by such Indemnitee (or any member of the Related Indemnitee Group) in the Operative Documents Documents, the Intercreditor Agreement, the Primary Liquidity Facilities, the Policy Provider Agreement or the any Pass Through Documents Trust Agreement or in connection therewith being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee (or any member of the Related Indemnitee Group) to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents Documents, the Intercreditor Agreement, the Primary Liquidity Facilities, the Policy Provider Agreement or the any Pass Through DocumentsTrust Agreement applicable to it including, without limitation, the creation or existence of a Loan Participant Lien or an Indenture Trustee's Lien (except to the extent such failure was caused directly by the failure of the Owner to perform any obligation under an Owner Document), or (3C) the willful misconduct or the gross negligence of such IndemniteeIndemnitee (or any member of the Related Indemnitee Group) (other than gross negligence imputed to such Indemnitee (or any member of the Related Indemnitee Group) solely by reason of its interest in the Aircraft), or (4D) (A) in the case of with respect to any Indemnitee, the offer, sale or other a disposition (voluntary or involuntary) by such Indemnitee of all or any part of its such Indemnitee's interest in the Airframe or Airframe, any Engine (or in the Operative Documents other than during the continuance of a Lease an Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of under the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative DocumentsTrust Indenture, or (5E) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee the Owner is required to indemnify for such Tax pursuant to Section 6(b7(b) hereof (it being understood that Section 6(b7(b) hereof and provides for the Tax Indemnity Agreement exclusively provide for LesseeEXHIBIT L-1 Owner's liability with respect to Taxes), or (6F) in the case of the Owner an Indemnitee which is a Loan Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate a Certificate Holder or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or Indenture Trustee (7) in the case of the Owner Trustee in its individual and or trust capacities, capacity) and the Affiliatesaffiliates, successors and assigns thereof, a failure on the part of the Owner Indenture Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee use ordinary care to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10G) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendmentsDocuments, supplementsthe Intercreditor Agreement, waivers either of the Primary Liquidity Facilities or consents (a) are not any Pass Through Trust Agreement other than such as have been consented to, approved, authorized or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative DocumentsOwner, or (11H) except subject to the next succeeding paragraph, any loss of tax benefits or increase in tax liability under any tax law whether or not the Owner is required to indemnify therefor pursuant to this Agreement, or (I) any Expense which is specified to be for the account of an Indemnitee pursuant to any Operative Document without express right of reimbursement under any Operative Document, (J) as to any Indemnitee the funding of such Indemnitee's participation in the transaction contemplated by the Operative Documents giving rise to a "prohibited transaction" within the meaning of the provisions of the Code or the Regulations of the United States Department of Labor implementing ERISA or any other violation of the fiduciary responsibility provisions of ERISA of (K) to the extent fairly attributable to acts the offer or events occurring during the Term or actions taken sale by such Indemnitee (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession any member of the Aircraft to Related Indemnitee Group) of any interest in the Owner Trustee Aircraft, the Secured Certificates, the Pass Through Certificates, or its designee pursuant to the terms any similar interest, in violation of the Lease Securities Act of 1933, as amended, or other applicable federal, state or foreign securities Laws (other than pursuant any thereof caused by acts or omissions of the Owner or any of its Affiliates). The foregoing indemnity shall not extend to and in accordance with Section 15 thereofany Expense to the extent that such Expense is not caused by, in or does not arise out of, an act, omission or event which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled occurs prior to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 Lien of the Lease, (III) Trust Indenture and the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts other payments required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee Owner under the Operative Documents. The Owner further agrees that any payment or indemnity pursuant to this Section 7(c) in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any Federal, state or local government or taxing authority in the United States, or (13) any amount that is an ordinary and usual operating or overhead expense under the laws of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses")taxing authority or governmental subdivision of a foreign country, or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant territory or the Owner Trustee, as the case may be, not being a Citizen possession of the United States or any other act international authority, shall be equal to the excess, if any, of (A) the amount of such Expense over (B) the net reduction in Taxes required to be paid by such recipient resulting from the accrual or omission payment of such Expense. If, by reason of any Expense payment made to or for the account of an Indemnitee by the Owner Trusteepursuant to this Section 7(c), such Indemnitee subsequently realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing such payment, such Indemnitee shall promptly pay to the Owner, but only if the Owner Participant or such Indemnitee, or (15) any amounts attributable shall have made all payments then due and owing to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any an amount payable under the Pass Through Documents (other than the Participation Agreement) equal to the extent not included sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or credit, and (II) the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits actual reduction in Taxes realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraftsentence. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, EXHIBIT L-2 give notice of such claim to Lesseethe Owner; provided that the failure to give provide such notice shall not affect release the Owner from any of its obligations to indemnify hereunder, and no payment by the Owner to an Indemnitee pursuant to this Section 7(c) shall be deemed to constitute a waiver or release of Lessee hereunder except to any right or remedy which the extent Lessee is prejudiced by Owner may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give the Owner such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee The Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), 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 best 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee the Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while an Event of Default shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Aircraft, the Trust Estate, the Trust Indenture Estate Collateral or any part thereof unless thereof, or (O) if such proceeding could in the good faith opinion of such an event Lessee shall have posted Indemnitee entail any material risk of criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee the Owner pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee the Owner with such information reasonably requested by Lessee the Owner as is necessary or advisable for Lessee the Owner to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lesseethe Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c7(c). The Lessee Owner shall supply the affected Indemnitee with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). When the Owner or the insurers under a policy of insurance maintained by the Owner (or any Lessee) undertakes the defense of an Indemnitee with respect to an Expense, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Indemnitee shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Owner or such insurers, provided that no such defense shall be EXHIBIT L-3 compromised or settled on a basis that admits any gross negligence or willful misconduct on the part of such Indemnitee without such Indemnitee's prior consent. In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, it shall be a condition of such indemnity with respect to any particular Indemnitee that such Indemnitee shall cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. Notwithstanding any of the foregoing to the contrary, with respect to any Expense which is covered under policies of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, the rights of an Indemnitee to control or participate in any proceeding shall be modified to the extent necessary to comply with the requirements of such policies and the rights of the insurers thereunder. Upon payment of any Expense or Tax pursuant to this Section 6(c)7, Lesseethe Owner or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating theretothereto other than claims under Section 5.03 of the Trust Indenture. The Such Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee the Owner or the insurers to permit Lessee the Owner or the insurers to pursue such claims, if any, to the extent reasonably requested by Lesseethe Owner or the insurers. If In the event that the Owner shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 7(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to the Owner an amount equal to the amount of such reimbursement (but in no event more than such payment from the Owner) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this Section 6(c)sentence, provided that (i) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease no Event of Default has occurred and is continuing or and (ii) such Indemnitee shall have no obligation to reimburse the Owner if the Owner has not paid such Indemnitee all amounts required pursuant to this Section 7(c) and any payment is other amounts then due and owing by Lessee to such Person Indemnitee from the Owner under any of the Operative Documents. The Owner's obligations under the Lease indemnities provided for in this Agreement shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other Operative Document. Any such amount shall be held by such document or instrument, and the Person (seeking indemnification from the Lessee hereby granting a security interest in such amount Owner pursuant to such Person) and, if a Lease Event any provision of Default shall have occurred and be continuing, shall be applied this Agreement may proceed directly against Lessee's obligations hereunder the Owner without first seeking to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing enforce any such Lease Event other right of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceindemnification.

General Indemnity. Lessee The Owner hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements, of whatsoever kind and nature (collectively called “Expenses”) imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or any lease or sublease of the Pass Through Documents Aircraft or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof and, only in the case of the Indemnitee who is the Subordination Agent or the Liquidity Provider, the Intercreditor Agreement and the transactions contemplated thereby; Liquidity Facilities, (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; Engine, (C) the Aircraft (or any portion thereof) thereof or any Engine or engine installed on affixed to the Airframe or any airframe on which an Engine is installed Airframe) whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspectionstorage, lease, sublease, sub-sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof or any Engine or engine affixed to the Airframe) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; infringement or (D) the offer offer, sale or sale delivery of the Secured Certificates (the indemnity in this clause (D) to extend also to any interest in person who controls an Indemnitee within the Trust Estate or meaning of Section 15 of the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation Securities Act of securities laws or ERISA1933, as amended); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, provided that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to resulting from or arising out of or which would not have occurred but for one or more of the following: (1A) any representation or warranty by such Indemnitee (or any member of the Related Indemnitee Group) in the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities or the any Pass Through Documents Trust Agreement or in connection therewith being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee (or any member of the Related Indemnitee Group) to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities or the any Pass Through DocumentsTrust Agreement applicable to it including, without limitation, the creation or existence of a Loan Participant Lien or an Indenture Trustee’s Lien (except to the extent such failure was caused directly by the failure of the Owner to perform any obligation under an Owner Document), or (3C) the willful misconduct or the gross negligence of such IndemniteeIndemnitee (or any member of the Related Indemnitee Group) (other than gross negligence imputed to such Indemnitee (or any member of the Related Indemnitee Group) solely by reason of its interest in the Aircraft), or (4D) (A) in the case of with respect to any Indemnitee, the offer, sale or other a disposition (voluntary or involuntary) by such Indemnitee of all or any part of its such Indemnitee’s interest in the Airframe or Airframe, any Engine (or in the Operative Documents other than during the continuance of a Lease an Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of under the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative DocumentsTrust Indenture, or (5E) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee the Owner is required to indemnify for such Tax pursuant to Section 6(b7(b) hereof (it being understood that Section 6(b7(b) hereof and provides for the Tax Indemnity Agreement exclusively provide for Lessee's Owner’s liability with respect to Taxes), or (6F) in the case of the Owner an Indemnitee which is a Loan Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate a Certificate Holder or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or Indenture Trustee (7) in the case of the Owner Trustee in its individual and or trust capacities, capacity) and the Affiliatesaffiliates, successors and assigns thereof, a failure on the part of the Owner Indenture Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee use ordinary care to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10G) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendmentsDocuments, supplementsthe Intercreditor Agreement, waivers any of the Liquidity Facilities or consents (a) are not any Pass Through Trust Agreement other than such as have been consented to, approved, authorized or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative DocumentsOwner, or (11H) except subject to the next succeeding paragraph, any loss of tax benefits or increase in tax liability under any tax law whether or not the Owner is required to indemnify therefor pursuant to this Agreement, or (I) any Expense which is specified to be for the account of an Indemnitee pursuant to any Operative Document without express right of reimbursement under any Operative Document, or (J) as to any Indemnitee the funding of such Indemnitee’s participation in the transaction contemplated by the Operative Documents giving rise to a “prohibited transaction” within the meaning of the provisions of the Code or the Regulations of the United States Department of Labor implementing ERISA or any other violation of the fiduciary responsibility provisions of ERISA. The foregoing indemnity shall not extend to any Expense to the extent fairly attributable that such Expense is not caused by, or does not arise out of, an act, omission or event which occurs prior to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 Lien of the Lease, (III) Trust Indenture and the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts other payments required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee Owner under the Operative Documents. The Owner further agrees that any payment or indemnity pursuant to this Section 7(c) in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any Federal, state or local government or taxing authority in the United States, or (13) any amount that is an ordinary and usual operating or overhead expense under the laws of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses")taxing authority or governmental subdivision of a foreign country, or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant territory or the Owner Trustee, as the case may be, not being a Citizen possession of the United States or any other act international authority, shall be equal to the excess, if any, of (A) the amount of such Expense over (B) the net reduction in Taxes required to be paid by such recipient resulting from the accrual or omission payment of such Expense. If, by reason of any Expense payment made to or for the account of an Indemnitee by the Owner Trusteepursuant to this Section 7(c), such Indemnitee subsequently realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing such payment, such Indemnitee shall promptly pay to the Owner, but only if the Owner Participant or such Indemnitee, or (15) any amounts attributable shall have made all payments then due and owing to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any an amount payable under the Pass Through Documents (other than the Participation Agreement) equal to the extent not included sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or credit, and (II) the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits actual reduction in Taxes realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraftsentence. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, give notice of such claim to Lesseethe Owner; provided that the failure to give provide such notice shall not affect release the Owner from any of its obligations to indemnify hereunder, and no payment by the Owner to an Indemnitee pursuant to this Section 7(c) shall be deemed to constitute a waiver or release of Lessee hereunder except to any right or remedy which the extent Lessee is prejudiced by Owner may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give the Owner such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee The Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), 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 best 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee the Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while an Event of Default shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Aircraft, the Trust Estate, the Trust Indenture Estate Collateral or any part thereof unless thereof, or (O) if such proceeding could in the good faith opinion of such an event Lessee shall have posted Indemnitee entail any material risk of criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee the Owner pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee the Owner with such information reasonably requested by Lessee the Owner as is necessary or advisable for Lessee the Owner to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lesseethe Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c7(c). The Lessee Owner shall supply the affected Indemnitee with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). When the Owner or the insurers under a policy of insurance maintained by the Owner (or any Lessee) undertakes the defense of an Indemnitee with respect to an Expense, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Indemnitee shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Owner or such insurers, provided that no such defense shall be compromised or settled on a basis that admits any gross negligence or willful misconduct on the part of such Indemnitee without such Indemnitee’s prior consent. In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, it shall be a condition of such indemnity with respect to any particular Indemnitee that such Indemnitee shall cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. Notwithstanding any of the foregoing to the contrary, with respect to any Expense which is covered under policies of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, the rights of an Indemnitee to control or participate in any proceeding shall be modified to the extent necessary to comply with the requirements of such policies and the rights of the insurers thereunder. Upon payment of any Expense or Tax pursuant to this Section 6(c)7, Lesseethe Owner or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating theretothereto other than claims under Section 5.03 of the Trust Indenture. The Such Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee the Owner or the insurers to permit Lessee the Owner or the insurers to pursue such claims, if any, to the extent reasonably requested by Lesseethe Owner or the insurers. If In the event that the Owner shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 7(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to the Owner an amount equal to the amount of such reimbursement (but in no event more than such payment from the Owner) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this Section 6(c)sentence, provided that (i) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease no Event of Default has occurred and is continuing or and (ii) such Indemnitee shall have no obligation to reimburse the Owner if the Owner has not paid such Indemnitee all amounts required pursuant to this Section 7(c) and any payment is other amounts then due and owing by Lessee to such Person Indemnitee from the Owner under any of the Operative Documents. The Owner’s obligations under the Lease indemnities provided for in this Agreement shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other Operative Document. Any such amount shall be held by such document or instrument, and the Person (seeking indemnification from the Lessee hereby granting a security interest in such amount Owner pursuant to such Person) and, if a Lease Event any provision of Default shall have occurred and be continuing, shall be applied this Agreement may proceed directly against Lessee's obligations hereunder the Owner without first seeking to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing enforce any such Lease Event other right of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceindemnification.

General Indemnity. Lessee hereby agrees to indemnify each Indemnitee againstpay, and agrees on demand to protectindemnify and hold harmless, save Lessor and keep harmless each of them from Participant, and their respective officers, directors, employees, servants, agents, shareholders, affiliates, successors, assigns and transferees (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummatedindividually, an "Indemnitee"), from and against any and all Expenses imposed onclaims, incurred by or asserted against any Indemniteedamages, in any way relating losses, liabilities (including, but not limited to, any claim or liability for strict liability in tort or otherwise, including, without limitation, liability arising under any applicable environment, noise or pollution control statute, rule or regulation), demands, suits, judgments, causes of action and all legal proceedings, whether civil or criminal, penalties, fines and other sanctions, and any costs and expenses incurred in connection therewith, including attorney's fees, which may directly or indirectly result from, relate to or arise out of the Purchase Agreement (excluding, for the avoidance of doubt, claims by Manufacturer: (i) for a breach of the Purchase Agreement prior to the delivery of the Aircraft thereunder, (ii) based on or arising out of (A) the execution, delivery and performance provisions of the Operative Documents Purchase Agreement that have been redacted from the copy of the Purchase Agreement provided to Lessee, and (iii) for payment of the purchase price of the Aircraft) or this Lease or the Pass Through Documents and the transactions contemplated thereby; (B) the condition, ownership, manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacturetest flight, purchase, registration, reregistration, financing, refinancing, ownershipinspection, delivery, nondelivery, inspectionacceptance, nonacceptance, rejection, import, export, registration, lease, sublease, possession, control, storage, return, transportation, disposition, use or non-useoperation of any Item of Equipment (except as to an Indemnitee for claims that are the result of the gross negligence or willful misconduct of such Indemnitee), operationor which may be caused by any malfunction or defect in any Item of Equipment, latent or otherwise, arising from the material or any article used therein or from the design, testing or use thereof or from any maintenance, service, repair, overhaul, modificationimprovement, alterationmodification or alteration thereof, conditionincluding any modification made pursuant to Article 2(h) hereof, replacement, repair, substitution, sale, return or other disposition regardless of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defectswhen such defect shall be discovered, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) such Item of Equipment is at the offer or sale of any interest time in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to Lessee and in accordance with Section 15 thereof, in which case wherever located. Without limiting Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15Article 8(a), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly hereby agrees to pay under indemnify, reimburse and hold the Indemnitees harmless from any Operative Document or and all liability, claims, demands, costs, charges and expenses, including royalty payments and counsel fees, in any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documentsmanner, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made accruing against an Indemnitee involving one because of the manufacture, use or more Expenses and such Indemnitee has notice thereofoperation of any Item of Equipment or any design, such Indemnitee shall promptly after receiving such notice give notice article or material therein or relating thereto, whether because of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations infringement of Lessee hereunder except to the extent Lessee is prejudiced by such failure patent or the Lesseeany other right. At Lessor's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuingrequest, Lessee shall be entitledassume and conduct promptly and diligently, at its sole cost and expense, acting through counsel reasonably acceptable the entire defense of the Indemnitees against any such claim, and any claim, demand, suit or action for which an Indemnitee as a buyer is required to assume liability, whether for patent infringement or otherwise, under the Purchase Agreement. Notwithstanding anything to the respective Indemniteecontrary contained in this Article 8(a), the indemnification provided for in this Article 8(a) shall only apply to events or circumstances which either (Ai) 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 occur prior to the transactions contemplated by the Operative Documents, to assume responsibility for expiration or sooner termination of this Lease 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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any return of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee Aircraft pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested terms hereof, regardless of when asserted, or (ii) are caused by Lessee as is necessary or advisable for Lessee 8-1 attributable to control acts or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent omissions of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable lawofficers, interest at the Base Rate plus one percent (1.0%) shall be paiddirectors, on demandemployees, on any amount servants, agents, contractors or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceaffiliates.

General Indemnity. Subject to the other provisions of this Section 10.3, Lessee hereby agrees to pay, defend and indemnify and hold Lessor, Trust Company, Lenders, the Administrative Agent, Collateral Agent and Certificate Holders and their respective Affiliates, successors and assigns (including any consolidated or combined group of which any such Person is a member) (each Indemnitee against, and agrees to protect, save and keep a "Tax Indemnitee") harmless each of them on an After-Tax Basis from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses Federal, state, local and foreign taxes, fees, withholdings, levies, imposts, duties, assessments, penalties and charges of any kind and nature whatsoever, together with any penalties, fines or interest thereon (herein called "Taxes") howsoever imposed, whether levied or imposed on, incurred by upon or asserted against any a Tax Indemnitee, Lessee, any Item of Equipment, or any part thereof, by any federal, state or local government or taxing authority in the United States, or by any way relating totaxing authority of a foreign country or subdivision thereof, based on upon or arising out of with respect to (Aa) the executionItems of Equipment, delivery and performance any Item of the Operative Documents Equipment or the Pass Through Documents and the transactions contemplated thereby; any part thereof, (Bb) the manufacture, purchaseconstruction, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufactureordering, purchase, registration, reregistration, financing, refinancingtransfer, ownership, transfer of ownership, titling or re-titling, registration or re-registration, delivery, nondeliveryleasing, inspection, lease, subleasesubleasing, possession, storage, use or non-use, operation, maintenance, overhaulstorage, modificationremoval, alterationreturn, conditionmortgaging, replacement, repair, substitution, sale, return or other disposition of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) the offer or sale granting of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation in, transfers of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); providedtitle to, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offeracquisition, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9licensing, 10documentation, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offerrepossession, sale or other acquisition or disposition (voluntary or involuntary) by such Note Holder of all the Items of Equipment, any Item of Equipment or any part thereof, (c) the revenues, rent, receipts or earnings arising from any Item of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in thereof, (d) any Operative Document, (e) any Lease Payment, Availability Fee or Supplemental Payment or any payment made to a Lender by Lessor, Lessee, Certificate Holders or Trust Company pursuant to the Operative Documents, or (5f) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with otherwise in respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document thereof or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, transaction or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial hereby or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentencethereby.

General Indemnity. Lessee The Owner hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements, of whatsoever kind and nature (collectively called "EXPENSES") imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or any lease or sublease of the Pass Through Documents Aircraft or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof and, only in the case of the Indemnitee who is the Subordination Agent or the Liquidity Provider, the Intercreditor Agreement and the transactions contemplated thereby; Liquidity Facilities, (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; Engine, (C) the Aircraft (or any portion thereof) thereof or any Engine or engine installed on affixed to the Airframe or any airframe on which an Engine is installed Airframe) whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspectionstorage, lease, sublease, sub-sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof or any Engine or engine affixed to the Airframe) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; infringement or (D) the offer offer, sale or sale delivery of the Secured Certificates (the indemnity in this clause (D) to extend also to any interest in person who controls an Indemnitee within the Trust Estate or meaning of Section 15 of the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation Securities Act of securities laws or ERISA1933, as amended); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, PROVIDED that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to resulting from or arising out of or which would not have occurred but for one or more of the following: (1A) any representation or warranty by such Indemnitee (or any member of the Related Indemnitee Group) in the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities, the Policy Provider Agreement or the Pass Through Documents Trust Agreements or in connection therewith being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee (or any member of the Related Indemnitee Group) to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities, the Policy Provider Agreement or the Pass Through DocumentsTrust Agreements applicable to it including, without limitation, the creation or existence of a Loan Participant Lien or an Indenture Trustee's Lien (except to the extent such failure was caused directly by the failure of the Owner to perform any obligation under an Owner Document), or (3C) the willful misconduct or the gross negligence of such IndemniteeIndemnitee (or any member of the Related Indemnitee Group) (other than gross negligence imputed to such Indemnitee (or any member of the Related Indemnitee Group) solely by reason of its interest in the Aircraft), or (4D) (A) in the case of with respect to any Indemnitee, the offer, sale or other a disposition (voluntary or involuntary) by such Indemnitee of all or any part of its such Indemnitee's interest in the Airframe or Airframe, any Engine (or in the Operative Documents other than during the continuance of a Lease an Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of under the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative DocumentsTrust Indenture, or (5E) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee the Owner is required to indemnify for such Tax pursuant to Section 6(b7(b) hereof (it being understood that Section 6(b7(b) hereof and provides for the Tax Indemnity Agreement exclusively provide for LesseeOwner's EXHIBIT L-1 liability with respect to Taxes), or (6F) in the case of the Owner an Indemnitee which is a Loan Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate a Certificate Holder or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or Indenture Trustee (7) in the case of the Owner Trustee in its individual and or trust capacities, capacity) and the Affiliatesaffiliates, successors and assigns thereof, a failure on the part of the Owner Indenture Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee use ordinary care to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10G) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendmentsother than such as have been consented to, supplementsapproved, waivers authorized or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative DocumentsOwner, or (11H) except subject to the next succeeding paragraph, any loss of tax benefits or increase in tax liability under any tax law whether or not the Owner is required to indemnify therefor pursuant to this Agreement, or (I) any Expense which is specified to be for the account of an Indemnitee pursuant to any Operative Document without express right of reimbursement under any Operative Document, or (J) as to any Indemnitee the funding of such Indemnitee's participation in the transaction contemplated by the Operative Documents giving rise to a "prohibited transaction" within the meaning of the provisions of the Code or the Regulations of the United States Department of Labor implementing ERISA or any other violation of the fiduciary responsibility provisions of ERISA. The foregoing indemnity shall not extend to any Expense to the extent fairly attributable that such Expense is not caused by, or does not arise out of, an act, omission or event which occurs prior to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 Lien of the Lease, (III) Trust Indenture and the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts other payments required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee Owner under the Operative Documents. The Owner further agrees that any payment or indemnity pursuant to this Section 7(c) in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any Federal, state or local government or taxing authority in the United States, or (13) any amount that is an ordinary and usual operating or overhead expense under the laws of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses")taxing authority or governmental subdivision of a foreign country, or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant territory or the Owner Trustee, as the case may be, not being a Citizen possession of the United States or any other act international authority, shall be equal to the excess, if any, of (A) the amount of such Expense over (B) the net reduction in Taxes required to be paid by such recipient resulting from the accrual or omission payment of such Expense. If, by reason of any Expense payment made to or for the account of an Indemnitee by the Owner Trusteepursuant to this Section 7(c), such Indemnitee subsequently realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing such payment, such Indemnitee shall promptly pay to the Owner, but only if the Owner Participant or such Indemnitee, or (15) any amounts attributable shall have made all payments then due and owing to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any an amount payable under the Pass Through Documents (other than the Participation Agreement) equal to the extent not included sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or credit, and (II) the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits actual reduction in Taxes realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraftsentence. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, give notice of such claim to Lesseethe Owner; provided PROVIDED that the failure to give provide such notice shall not affect release the Owner from any of its obligations to indemnify hereunder, and no payment by the Owner to an Indemnitee pursuant to this Section 7(c) shall be deemed to constitute a waiver or release of Lessee hereunder except to any right or remedy which the extent Lessee is prejudiced by Owner may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give the Owner such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee The Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), 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 best 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee the Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while an Event of Default shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Aircraft, the Trust Estate, the Trust Indenture Estate Collateral or any part thereof unless thereof, or (O) if such proceeding could in the good faith opinion of such an event Lessee shall have posted Indemnitee entail any material risk of criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee the Owner pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee the Owner with such information reasonably requested by Lessee the Owner as is necessary or advisable for Lessee the Owner to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lesseethe Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c7(c). The Lessee Owner shall supply the affected Indemnitee with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). When the Owner or the insurers under a policy of insurance maintained by the Owner (or any Lessee) undertakes the defense of an Indemnitee with respect to an Expense, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Indemnitee shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Owner or such insurers, provided that no such defense shall be compromised or settled on a basis that admits any gross negligence or willful misconduct on the part of such Indemnitee without such Indemnitee's prior consent. In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, it shall be a condition of such indemnity with respect to any particular Indemnitee that such Indemnitee shall cooperate with the insurers in the exercise of EXHIBIT L-3 their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. Notwithstanding any of the foregoing to the contrary, with respect to any Expense which is covered under policies of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, the rights of an Indemnitee to control or participate in any proceeding shall be modified to the extent necessary to comply with the requirements of such policies and the rights of the insurers thereunder. Upon payment of any Expense or Tax pursuant to this Section 6(c)7, Lesseethe Owner or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating theretothereto other than claims under Section 5.03 of the Trust Indenture. The Such Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee the Owner or the insurers to permit Lessee the Owner or the insurers to pursue such claims, if any, to the extent reasonably requested by Lesseethe Owner or the insurers. If In the event that the Owner shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 7(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to the Owner an amount equal to the amount of such reimbursement (but in no event more than such payment from the Owner) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this Section 6(c)sentence, PROVIDED that (i) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease no Event of Default has occurred and is continuing or and (ii) such Indemnitee shall have no obligation to reimburse the Owner if the Owner has not paid such Indemnitee all amounts required pursuant to this Section 7(c) and any payment is other amounts then due and owing by Lessee to such Person Indemnitee from the Owner under any of the Operative Documents. The Owner's obligations under the Lease indemnities provided for in this Agreement shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other Operative Document. Any such amount shall be held by such document or instrument, and the Person (seeking indemnification from the Lessee hereby granting a security interest in such amount Owner pursuant to such Person) and, if a Lease Event any provision of Default shall have occurred and be continuing, shall be applied this Agreement may proceed directly against Lessee's obligations hereunder the Owner without first seeking to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing enforce any such Lease Event other right of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceindemnification.

General Indemnity. Lessee The Owner hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements, of whatsoever kind and nature (collectively called "Expenses") imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or any lease or sublease of the Pass Through Documents Aircraft or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof and, only in the case of the Indemnitee who is the Subordination Agent or the Liquidity Provider, the Intercreditor Agreement and the transactions contemplated thereby; Liquidity Facilities, (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; Engine, (C) the Aircraft (or any portion thereof) thereof or any Engine or engine installed on affixed to the Airframe or any airframe on which an Engine is installed Airframe) whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspectionstorage, lease, sublease, sub-sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof or any Engine or engine affixed to the Airframe) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; infringement or (D) the offer offer, sale or sale delivery of the Secured Certificates (the indemnity in this clause (D) to extend also to any interest in person who controls an Indemnitee within the Trust Estate or meaning of Section 15 of the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation Securities Act of securities laws or ERISA1933, as amended); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, provided that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to resulting from or arising out of or which would not have occurred but for one or more of the following: (1A) any representation or warranty by such Indemnitee (or any member of the Related Indemnitee Group) in the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities or the Pass Through Documents Trust Agreements or in connection therewith being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee (or any member of the Related Indemnitee Group) to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities or the Pass Through DocumentsTrust Agreements applicable to it including, without limitation, the creation or existence of a Loan Participant Lien or an Indenture Trustee's Lien (except to the extent such failure was caused directly by the failure of the Owner to perform any obligation under an Owner Document), or (3C) the willful misconduct or the gross negligence of such IndemniteeIndemnitee (or any member of the Related Indemnitee Group) (other than gross negligence imputed to such Indemnitee (or any member of the Related Indemnitee Group) solely by reason of its interest in the Aircraft), or (4D) (A) in the case of with respect to any Indemnitee, the offer, sale or other a disposition (voluntary or involuntary) by such Indemnitee of all or any part of its such Indemnitee's interest in the Airframe or Airframe, any Engine (or in the Operative Documents other than during the continuance of a Lease an Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of under the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative DocumentsTrust Indenture, or (5E) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee the Owner is required to indemnify for such Tax pursuant to Section 6(b7(b) hereof (it being understood that Section 6(b7(b) hereof and provides for the Tax Indemnity Agreement exclusively provide for LesseeOwner's liability with respect to Taxes), or (6F) in the case of the Owner an Indemnitee which is a Loan EXHIBIT L-1 Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate a Certificate Holder or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or Indenture Trustee (7) in the case of the Owner Trustee in its individual and or trust capacities, capacity) and the Affiliatesaffiliates, successors and assigns thereof, a failure on the part of the Owner Indenture Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee use ordinary care to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10G) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendmentsother than such as have been consented to, supplementsapproved, waivers authorized or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative DocumentsOwner, or (11H) except subject to the next succeeding paragraph, any loss of tax benefits or increase in tax liability under any tax law whether or not the Owner is required to indemnify therefor pursuant to this Agreement, or (I) any Expense which is specified to be for the account of an Indemnitee pursuant to any Operative Document without express right of reimbursement under any Operative Document, or (J) as to any Indemnitee the funding of such Indemnitee's participation in the transaction contemplated by the Operative Documents giving rise to a "prohibited transaction" within the meaning of the provisions of the Code or the Regulations of the United States Department of Labor implementing ERISA or any other violation of the fiduciary responsibility provisions of ERISA. The foregoing indemnity shall not extend to any Expense to the extent fairly attributable that such Expense is not caused by, or does not arise out of, an act, omission or event which occurs prior to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 Lien of the Lease, (III) Trust Indenture and the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts other payments required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee Owner under the Operative Documents. The Owner further agrees that any payment or indemnity pursuant to this Section 7(c) in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any Federal, state or local government or taxing authority in the United States, or (13) any amount that is an ordinary and usual operating or overhead expense under the laws of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses")taxing authority or governmental subdivision of a foreign country, or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant territory or the Owner Trustee, as the case may be, not being a Citizen possession of the United States or any other act international authority, shall be equal to the excess, if any, of (A) the amount of such Expense over (B) the net reduction in Taxes required to be paid by such recipient resulting from the accrual or omission payment of such Expense. If, by reason of any Expense payment made to or for the account of an Indemnitee by the Owner Trusteepursuant to this Section 7(c), such Indemnitee subsequently realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing such payment, such Indemnitee shall promptly pay to the Owner, but only if the Owner Participant or such Indemnitee, or (15) any amounts attributable shall have made all payments then due and owing to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any an amount payable under the Pass Through Documents (other than the Participation Agreement) equal to the extent not included sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or credit, and (II) the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits actual reduction in Taxes realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraftsentence. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, give notice of such claim to Lesseethe Owner; provided that the failure to give provide such notice shall not affect release the Owner from any of its obligations to indemnify hereunder, and no payment by the Owner to an Indemnitee pursuant to this Section 7(c) shall be deemed to constitute a waiver or release of Lessee hereunder except to any right or remedy which the extent Lessee is prejudiced by Owner may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give the Owner such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee The Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as the Owner has agreed in a writing acceptable to such Indemnitee that EXHIBIT L-2 the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), 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 best 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee the Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while an Event of Default shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Aircraft, the Trust Estate, the Trust Indenture Estate Collateral or any part thereof unless thereof, or (O) if such proceeding could in the good faith opinion of such an event Lessee shall have posted Indemnitee entail any material risk of criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee the Owner pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee the Owner with such information reasonably requested by Lessee the Owner as is necessary or advisable for Lessee the Owner to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lesseethe Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c7(c). The Lessee Owner shall supply the affected Indemnitee with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). When the Owner or the insurers under a policy of insurance maintained by the Owner (or any Lessee) undertakes the defense of an Indemnitee with respect to an Expense, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Indemnitee shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Owner or such insurers, provided that no such defense shall be compromised or settled on a basis that admits any gross negligence or willful misconduct on the part of such Indemnitee without such Indemnitee's prior consent. In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, it shall be a condition of such indemnity with respect to any particular Indemnitee that such Indemnitee shall cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the EXHIBIT L-3 benefits of such insurance with respect to such Expense. Notwithstanding any of the foregoing to the contrary, with respect to any Expense which is covered under policies of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, the rights of an Indemnitee to control or participate in any proceeding shall be modified to the extent necessary to comply with the requirements of such policies and the rights of the insurers thereunder. Upon payment of any Expense or Tax pursuant to this Section 6(c)7, Lesseethe Owner or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating theretothereto other than claims under Section 5.03 of the Trust Indenture. The Such Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee the Owner or the insurers to permit Lessee the Owner or the insurers to pursue such claims, if any, to the extent reasonably requested by Lesseethe Owner or the insurers. If In the event that the Owner shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 7(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to the Owner an amount equal to the amount of such reimbursement (but in no event more than such payment from the Owner) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this Section 6(c)sentence, provided that (i) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease no Event of Default has occurred and is continuing or and (ii) such Indemnitee shall have no obligation to reimburse the Owner if the Owner has not paid such Indemnitee all amounts required pursuant to this Section 7(c) and any payment is other amounts then due and owing by Lessee to such Person Indemnitee from the Owner under any of the Operative Documents. The Owner's obligations under the Lease indemnities provided for in this Agreement shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other Operative Document. Any such amount shall be held by such document or instrument, and the Person (seeking indemnification from the Lessee hereby granting a security interest in such amount Owner pursuant to such Person) and, if a Lease Event any provision of Default shall have occurred and be continuing, shall be applied this Agreement may proceed directly against Lessee's obligations hereunder the Owner without first seeking to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing enforce any such Lease Event other right of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceindemnification.

General Indemnity. Lessee hereby agrees to indemnify each Indemnitee againstpay, and agrees on demand to protectindemnify and hold harmless, save Lessor and keep harmless each of them from Participant, and their respective officers, directors, employees, servants, agents, shareholders, affiliates, successors, assigns and transferees (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummatedindividually, an "Indemnitee"), from and against any and all Expenses imposed onclaims, incurred by or asserted against any Indemniteedamages, in any way relating losses, liabilities (including, but not limited to, any claim or liability for strict liability in tort or otherwise, including, without limitation, liability arising under any applicable environment, noise or pollution control statute, rule or regulation), demands, suits, judgments, causes of action and all legal proceedings, whether civil or criminal, penalties, fines and other sanctions, and any costs and expenses incurred in connection therewith, including attorney's fees, which may directly or indirectly result from, relate to or arise out of the Purchase Agreement (excluding, for the avoidance of doubt, claims by Manufacturer: (i) for a breach of the Purchase Agreement prior to the delivery of the Aircraft thereunder, (ii) based on or arising out of (A) the execution, delivery and performance provisions of the Operative Documents Purchase Agreement that have been redacted from the copy of the Purchase Agreement provided to Lessee, and (iii) for payment of the purchase price of the Aircraft) or this Lease or the Pass Through Documents and the transactions contemplated thereby; (B) the condition, ownership, manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacturetest flight, purchase, registration, reregistration, financing, refinancing, ownershipinspection, delivery, nondelivery, inspectionacceptance, nonacceptance, rejection, import, export, registration, lease, sublease, possession, control, storage, return, transportation, disposition, use or non-useoperation of any Item of Equipment (except as to an Indemnitee for claims that are the result of the gross negligence or willful misconduct of such Indemnitee), operationor which may be caused by any malfunction or defect in any Item of Equipment, latent or otherwise, arising from the material or any article used therein or from the design, testing or use thereof or from any maintenance, service, repair, overhaul, modificationimprovement, alterationmodification or alteration thereof, conditionincluding any modification made pursuant to Article 2(h) hereof, replacement, repair, substitution, sale, return or other disposition regardless of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defectswhen such defect shall be discovered, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) such Item of Equipment is at the offer or sale of any interest time in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to Lessee and in accordance with Section 15 thereof, in which case wherever located. Without limiting Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15Article 8(a), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly hereby agrees to pay under indemnify, reimburse and hold the Indemnitees harmless from any Operative Document or and all liability, claims, demands, costs, charges and expenses, including royalty payments and counsel fees, in any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documentsmanner, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made accruing against an Indemnitee involving one because of the manufacture, use or more Expenses and such Indemnitee has notice thereofoperation of any Item of Equipment or any design, such Indemnitee shall promptly after receiving such notice give notice article or material therein or relating thereto, whether because of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations infringement of Lessee hereunder except to the extent Lessee is prejudiced by such failure patent or the Lesseeany other right. At Lessor's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuingrequest, Lessee shall be entitledassume and conduct promptly and diligently, at its sole cost and expense, acting through counsel reasonably acceptable the entire defense of the Indemnitees against any such claim, and any claim, demand, suit or action for which an Indemnitee as a buyer is required to assume liability, whether for patent infringement or otherwise, under the Purchase Agreement. Notwithstanding anything to the respective Indemniteecontrary contained in this Article 8(a), the indemnification provided for in this Article 8(a) shall only apply to events or circumstances which either (Ai) 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 occur prior to the transactions contemplated by the Operative Documents, to assume responsibility for expiration or sooner termination of this Lease 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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any return of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee Aircraft pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested terms hereof, regardless of when asserted, or (ii) are caused by Lessee as is necessary or advisable for Lessee - 8-1 - attributable to control acts or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent omissions of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable lawofficers, interest at the Base Rate plus one percent (1.0%) shall be paiddirectors, on demandemployees, on any amount servants, agents, contractors or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceaffiliates.

General Indemnity. Lessee (i) Borrower hereby agrees to indemnify on an After-Tax Basis each Indemnitee against, and agrees to protect, save and keep hold harmless each of them Indemnitee from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of or which would not have occurred but for (A) the execution, delivery and performance of the Operative Documents or (including the Pass Through Documents enforcement thereof) and the consummation of the transactions contemplated therebythereby or any Default or Event of Default thereunder; (B) the manufacture, design, purchase, resale, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, design, installation, purchase, registration, reregistrationre-registration, refinancing, financing, refinancingmortgage, ownership, delivery, re-delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, storage, operation, maintenance, overhaul, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) the offer offer, sale or sale delivery of any interest in the Trust Estate or the Trust Agreement or any similar interest Notes on or prior to the Delivery Closing Date (including any violation of securities laws or ERISA); or (E) the offer or sale any violation of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt law relating to the Aircraft) on Aircraft or the Delivery Date or in connection with a refinancing in accordance with the terms hereof (transactions contemplated herein, including any violation of Federal or state securities laws laws, ERISA, or ERISA); providedFederal or state environmental laws. Notwithstanding the preceding sentence, that the foregoing indemnity agreement to indemnify, protect, save and hold harmless each any particular Indemnitee under this Section 6(c) shall not extend to an Indemnitee with respect to any Expense incurred by such Indemnitee to the extent such Expense is attributable to resulting from or arising out of or which would not have occurred but for one or more of the following: (1) any express representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, incorrect in any material respect; or (2) the failure by such Indemnitee to perform or observe in any of its agreementsmaterial respect any express agreement, covenants covenant or conditions condition in any of the Operative Documents or the Pass Through Documents, unless such failure by such Indemnitee results from any failure by Borrower to observe in any material respect any covenant, agreement or condition in any Operative Document; or (3) the willful misconduct or the gross negligence of such Indemnitee, Indemnitee (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Aircraft or being party to the Operative Documents); or (4) (A) in the case of any IndemniteeLender, the offer, sale or other a disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note (other than as contemplated by the Mortgage or (Cas directed by Borrower) or in the case of any other Indemnitee, the offer, sale or other a disposition by such Indemnitee of all or any part of such Indemnitee's ’s interest in any of the Operative Documents, other than, in each case, during the continuance of a Specified Default or an Event of Default; or (5) any Tax, or any loss of Tax (other than taxes benefits or increase in Tax liability under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) any Tax law, whether or not Lessee Borrower is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide provides for Lessee's Borrower’s liability with respect to Taxes); provided, however, that this clause (5) shall not apply to Taxes taken into consideration in making any payment under the Operative Documents on an After-Tax Basis; or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereofSecurity Trustee, a failure on the part of the Owner Security Trustee to distribute in accordance with the Trust Agreement Mortgage any amounts received and distributable by it thereunder, ; or (8) in 7) other than during the case continuation of the Indenture Trustee in its individual and trust capacitiesa Specified Default or an Event of Default, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (aA) are do not require or were not requested by Lessee receive the approval of Borrower or (bB) are not occasioned by a specific requirement of the Operative Documents, ; or (118) the offer, sale or delivery of a Note by such Indemnitee in violation of the Securities Act or a violation by such Indemnitee of any other applicable law or regulation relating to any transfer of a Note; or (9) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Termprior thereto, actions taken (or required to be taken and not taken) acts or events occurring which occur after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and payment in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee full of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee Borrower’s obligations under the Operative Documents, ; or (1310) in the case of Security Trustee, any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA compensation as provided in Section 6.07 of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceMortgage.

General Indemnity. Lessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Lessee Documents are consummated), any and all Expenses liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements (including reasonable legal fees and expenses but excluding internal costs and expenses such as salaries and overhead), of whatsoever kind and nature (collectively called “Expenses”) imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or the Pass Through Lessee Documents and or any of the transactions contemplated thereby; thereby or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof, (B) the manufacture, purchase, acceptance or rejection of any Aircraft, Airframe, airframe, the Airframe Engine or any Engine or Parts; Part, (C) the Aircraft any Aircraft, Airframe or airframe (or any portion of any thereof) or any engine installed on the Airframe Engine or any airframe on which an Engine is installed Part whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspection, leasestorage, sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of any Xxxxxxxx, Xxxxxxxx, airframe (or any portion of any thereof) or the Aircraft Engine or any Part) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability liability, any damage to property or the environment, death of or injury to any person and any claim for patent, trademark or copyright infringement; (D) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, provided that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is resulting from or arising out of or attributable to one or more of the following: (1A) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents applicable to it including, without limitation, with respect to the creation or existence of a Lessor Lien (including for this purpose Liens which would be Lessor Liens but for the Pass Through Documentsproviso in the definition of Lessor Liens) attributable to it (except to the extent such failure was caused by the failure of Lessee to perform any obligation under a Lessee Document), or (3C) the willful misconduct or the gross negligence of such Indemnitee, or (4D) (A) in the case of with respect to any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's ’s interest in the Engine or in the Operative DocumentsDocuments other than during the continuance of a Default or an Event of Default under the Lease, or (5E) except to the extent relating to the payment of any Expenses on an After-Tax Basis, any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b29(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes)hereof, or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11F) except to the extent fairly attributable to acts, omissions or events occurring prior thereto, acts or events occurring during which occur with respect to the Term Engine or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring any Part after the earlier of: (I) the return of physical possession of the Aircraft Engine or such Part to the Owner Trustee or its designee Lessor pursuant to the terms of the Lease Lease. Lessee further agrees to indemnify Lessor against, and agrees to protect, defend, save and keep harmless Lessor from (whether or not the transactions contemplated herein or in any of the other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15Lessee Documents are consummated), (II) the termination of the Term in accordance with Section 9 of the Leaseany and all liabilities, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documentsobligations, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses payable and disbursements of whatsoever kind and nature imposed on, incurred by or asserted against Lessor pursuant to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts indemnification obligations of Lessor under any agreement with any other person relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States Engine or any Aircraft or Airframe on which it is installed. Lessee further agrees that any payment or indemnity pursuant to this Section 29(c) in respect of any Expenses or other act amounts payable by Lessee pursuant to this Section 29(c) shall be paid on an After-Tax Basis. If, by reason of any Expense payment made to or omission for the account of an Indemnitee by Lessee pursuant to this Section 29(c), such Indemnitee subsequently realizes a tax deduction or credit or any reduction in Taxes not previously taken into account in computing such payment, such Indemnitee shall promptly pay to Lessee, but only if Lessee shall have made all payments then due and owing to such Indemnitee under the Owner TrusteeLessee Documents, an amount equal to the Owner Participant or sum of (I) the actual reduction in Taxes realized by such Indemnitee, or (15) any amounts Indemnitee which is attributable to any Lien which such Indemnitee is required to remove pursuant to deduction or credit, and (II) the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases actual reduction in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits Taxes realized by such Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence; provided, however, that no Indemnitee shall be obligated to make any payment pursuant to this sentence to the accrual or payment of such Expense shall equal extent that the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of would exceed (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the aggregate amount of all prior payments pursuant to this Section 6(c) by Lessee to such Indemnitee under this Section 29(c) less (less any ii) the aggregate amount of all prior payments previously made with respect to such Tax by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excesssentence, with any excess being carried forward to offset Lessee’s obligations, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make subsequent payments to such Indemnitee pursuant to under this Section 6(c)29(c). Nothing in this Section 6(c29(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the AircraftEngine. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, give notice of such claim to LesseeLessee and Lessor; provided that the failure to give provide such notice shall not affect the release Lessee from any of its obligations to indemnify hereunder, and no payment by Lessee to an Indemnitee pursuant to this Section 29(c) shall be deemed to constitute a waiver or release of any right or remedy which Lessee hereunder except to the extent Lessee is prejudiced by may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give Lessee such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as Lessee has agreed in a writing acceptable to such Indemnitee that Lessee is liable to such Indemnitee for such Expense hereunder, in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as Lessee has agreed in a writing acceptable to such Indemnitee that Lessee is liable to such Indemnitee for such Expense hereunder, 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 best reasonable efforts to obtain such severance, provided that Lessee has requested such severance and agrees to pay the reasonable out-of-pocket costs and expenses (including, without limitation, reasonable counsel fees and disbursements) incurred by such Indemnitee, if any, in connection with 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while a Default or an Event of Default shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Engine or on any Aircraft, Airframe or airframe on which the Trust EstateEngine is installed, or (O) if such proceeding could in the Trust Indenture Estate good faith opinion of such Indemnitee entail any risk of civil liability or any part thereof unless in such an event Lessee shall have posted criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c29(c). Such Unless a Default or an Event of Default shall have occurred and be continuing (in which case the consent of Lessee shall not be required), such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c29(c). The Lessee shall supply the affected Indemnitee and Lessor with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c29(c). Upon payment in full of any Expense or Tax pursuant to this Section 6(c)29, Lessee, or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating thereto; provided that Lessee shall not be so subrogated so long as a Default or an Event of Default has occurred and is continuing. The Such Indemnitee agrees to give such further reasonable assurances or agreements and to cooperate with provide such reasonable cooperation to Lessee or the insurers to permit Lessee or the insurers to pursue such claims, if any, to the extent reasonably requested by LesseeLessee or the insurers. If In the event that Lessee shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 29(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to Lessee an amount equal to the amount of such reimbursement (but in no event more than such payment from Lessee) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this sentence; provided, that Lessor shall not be obligated to make any payment pursuant to this Section 6(c)29(c) over to Lessee. To the extent permitted that the amount of such payment would exceed (i) the aggregate amount of all prior payments by applicable law, interest at Lessee to Lessor under this Section 29(c) less (ii) the Base Rate plus one percent (1.0%) shall be paid, on demand, on any aggregate amount or indemnity not paid when due of all prior payments by Lessor to Lessee pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable 29(c), with any excess being carried forward to Lessee by any Person pursuant offset Lessee’s obligations, if any, to make subsequent payments to Lessor under this Section 6 29(c); provided, further, that such Indemnitee shall not be paid have no obligation to reimburse Lessee if (i) a Lease Default or an Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default Airline Services Agreement shall have occurred and be continuing, been terminated or canceled or shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied have terminated in accordance with its terms or (ii) Lessee has not paid such Indemnitee all amounts required pursuant to this Section 29(c) and any other amounts then due to such Indemnitee from Lessee under any of the immediately preceding sentenceOperative Documents or Lessee Documents. Lessee’s obligations under the indemnities provided for in this Lease shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other document or instrument, and the Person seeking indemnification from Lessee pursuant to any provision of this Lease may proceed directly against Lessee without first seeking to enforce any other right of indemnification.

General Indemnity. Lessee Owner hereby agrees to indemnify each Indemnitee against, and agrees to protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on or arising out of (A) the execution, delivery and performance of the Operative Documents or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, maintenance, overhaul, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; or (D) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease)Engine, (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes)Tax, or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (97) in the case of any Pass Through TrusteeTrustee or the Subordination Agent, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) 8) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee Owner or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (129) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense expense that is not reimbursable by Lessee Owner under the Operative Documents, or (1310) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (1511) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (1612) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (1713) any amount that constitutes principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. LesseeOwner's indemnity obligation to an Indemnitee under this Section 6(c6(b) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c6(b) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c6(b). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee Owner pursuant to this Section 6(c6(b) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is are not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee Owner an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c6(b) by Lessee Owner to such Indemnitee (less any payments previously made by such Indemnitee to Lessee Owner pursuant to this Section 6(c6(b)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee Owner to make payments to such Indemnitee pursuant to this Section 6(c6(b)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to LesseeOwner; provided that the failure to give such notice shall not affect the obligations of Lessee Owner hereunder except to the extent Lessee Owner is prejudiced by such failure or the LesseeOwner's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expensesexpenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses 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 best 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 LesseeOwner's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee Owner shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee Owner pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee Owner with such information reasonably requested by Lessee Owner as is necessary or advisable for Lessee Owner to control or participate in any proceeding to the extent permitted by this Section 6(c6(b). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of LesseeOwner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c6(b). The Lessee Owner shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c6(b). Upon payment of any Expense pursuant to this Section 6(c6(b), LesseeOwner, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee Owner to permit Lessee Owner to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceOwner.

General Indemnity. Lessee (i) Subject to the exclusions stated in (b) below and the other limitations in this Section 8, the Borrower hereby agrees to indemnify each Indemnitee against, and agrees to protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on or Indemnitee arising out of or directly resulting from (A) the executionoperation, delivery and performance possession, use, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, or sale of any Designated Aircraft, associated Airframe or any associated Engine, or any engine used in connection with any associated Airframe or any part of any of the Operative Documents foregoing by the Borrower, 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 Pass Through Documents terms of the related Mortgage, including, without limitation, claims for death, personal injury or property damage or other loss or harm to any person whatsoever and the transactions contemplated therebyclaims 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 acceptance, rejection, delivery, or rejection condition of the any Designated Aircraft, associated Airframe or any Engine or Parts; (C) the Aircraft (associated Engine, any engine used in connection with any associated Airframe, or any portion thereof) or part of any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, maintenance, overhaul, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft foregoing including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or and other defects, whether or not discoverable, strict tort liability and any claim for patent, or trademark or copyright infringement; (D) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1C) any representation breach of or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe observe, or any of its agreementsother noncompliance with, covenants any covenant or conditions in any agreement to be performed, or other obligation of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of Borrower under any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts falsity of any representation or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession warranty of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and Borrower in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms any of the Operative Documents Documents; (D) the offer, sale and delivery by the Borrower or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under anyone acting on behalf of the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense Borrower of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), Loan Certificates or (14) any amounts relating to the deregistration successor debt obligations issued in connection with the FAA refunding or refinancing thereof (including, without limitation, any claim arising out of the Aircraft as a result Securities Act of the Owner Participant or the Owner Trustee1933, as amended, the case may beSecurities Exchange Act of 1934, not being a Citizen of the United States as amended, or any other act Federal or omission of state statute, law or regulation, or at common law or otherwise relating to securities (collectively “Securities Liabilities”)) (the Owner Trustee, the Owner Participant or such indemnity provided in this clause (D) to extend also to any Person who controls an Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documentsits successors, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documentsassigns, or (17) principal ofemployees, or interest or premium on the Equipment Notesdirectors, or (18) any prohibited transactionofficers, servants and agents within the meaning of Section 406 of ERISA or Section 4975(c)(1) 15 of the Code, occurring with respect to the purchase or holding Securities Act of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when1933, as if, amended); and to the extent, realized or (iiE) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 DocumentsDocuments or any lease under the Mortgage for any Designated Aircraft, to assume responsibility any Event of Default under the Mortgage for and control any Designated Aircraft or the enforcement against the Borrower 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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien terms thereof (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lesseeincluding, without any further actionlimitation, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect Article IX of such Expense pursuant to this Section 6(cMortgage)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.

General Indemnity. Lessee Owner hereby agrees to indemnify indemnify, on an ----------------- after-tax basis, each Indemnitee against, and agrees to protect, save and keep harmless and shall pay on demand each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents or the Pass Through Trust Agreements are consummated), any and all Expenses and Taxes imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the executionOperative Documents and any Permitted Lease, delivery and performance or the enforcement of any of the Operative Documents terms of any thereof; or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacture, design, purchase, resale, acceptance or rejection of the Airframe or any Engine or Parts; or (C) the Aircraft (or any portion thereof) or any engine Engine whether or not installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspectionstorage, lease, sublease, possession, storageuse, use or non-use, operation, maintenance, overhaul, modification, alteration, condition, sale, replacement, repair, substitution, saledisposition, return registration, reregistration or other disposition airworthiness of the Aircraft (or any portion thereof) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any damage to property or the environment, death or injury to any person and any claim for patent, trademark or copyright infringement; or (D) the offer offer, sale, holding, transfer or sale delivery of any interest in the Trust Estate Equipment Notes or the Trust Agreement or any similar interest Pass Through Certificates, whether before, on or prior to after the Delivery applicable Issuance Date (including the indemnity in this clause (D) to extend also to any violation person who controls an Indemnitee, its successors, assigns, employees, directors, officers, servants and agents within the meaning of securities laws or ERISASection 15 of the Securities Act of 1933, as amended); or (E) the offer or sale of any interest in the Equipment Notes or Confirmation, the Pass Through Certificates Documents and each Pass Through Trust Agreement (and any amendments thereto), or other evidence the enforcement of any of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including of any violation of securities laws or ERISA)thereof; provided, with respect to an Indemnitee, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to resulting from or arising out of one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.:

General Indemnity. Lessee Sublessee hereby agrees to indemnify each Indemnitee Sublessor against, and agrees to protect, defend, save and keep it harmless each of them on an After-Tax Basis from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses imposed on, incurred by or asserted against Sublessor by any IndemniteeIndemnitee pursuant to SECTION 6(c) of the Participation Agreement, in any way relating to, based on or arising out of any one or more of the following: (A) the executionmanufacture, delivery and performance of the Operative Documents or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacturedesign, purchase, acceptance or rejection of the Airframe Sublease Agreement (MSN 30808) or any Engine or Parts; (CB) only to the Aircraft (extent as it relates to Sublessee or any portion thereof) or any engine installed on Sub-sublessee, the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, sub-sublease, possession, storage, use or unworthiness, use, non-use, operation, maintenance, overhaul, testing, modification, additions, improvements, alteration, condition, replacement, repair, substitution, sale, return transfer, return, or other disposition of the Aircraft Aircraft, Airframe, Engine(s) (or any engine used on the Airframe) or any Part or part used on the Aircraft, the Airframe or any Engine (or any engine used on the Airframe) Sublessee or any other Sub-sublessee including, without limitation, any violation of law relating to the Aircraft (including environmental and noise pollution laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringementinfringement death or property damage of passengers, shippers or others (including damage or loss of cargo); (DC) the offer or sale of any interest in the Trust Estate or Aircraft, the Trust Agreement Operative Documents or any similar interest on or prior to the Delivery Date by Sublessor and any Lien relating to or arising during such period, but only to the extent such offer or sale is not in compliance with the requirements set forth in SECTION 13 or the Assignment of Sublease; (including D) breach by Sublessee of any violation of securities laws or ERISA)its covenants under the Operative Documents; or and (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence SECTION 13 of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA)Participation Agreement; providedPROVIDED, that the foregoing indemnity shall not extend to an Indemnitee Sublessor with respect to any Expense to the extent such Expense is attributable caused or directly related to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Head Lease Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Head Lease Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, other than gross negligence or willful misconduct imputed to such person solely by reason of its interest in the Aircraft, the Operative Documents or the Head Lease Documents, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe Airframe, any Engine or any Engine Part (other than during the continuance of a Lease Sublease Event of Default or pursuant to and in accordance with Sections SECTIONS 9, 10, 15 15, 19 or 19 20 of the Lease), or (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, except to the extent such offer, sale or other disposition is made while a Sublease Event of Default has occurred and is continuing and in accordance with the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) Tax, whether or not Lessee Sublessee is required to indemnify for such Tax pursuant to Section 6(bSECTION 3(j) hereof (it being understood that Section 6(bSECTION 3(j) hereof and the Sublease Tax Indemnity Agreement exclusively provide for LesseeSublessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer offer, sale or sale other disposition by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest interest, except during to the continuance of an extent such offer, sale or other disposition is made while a Head Lease Event of Default so long as such disposition (which is made also a Sublease Event of Default) has occurred and is continuing and (B) in accordance with Section 7(k)SECTION 7(i) of the Participation Agreement, or (7) in the case of the Owner Trustee in its individual and trust capacitiesauthorization, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or Sublease Agreement (MSN 30808) consents (a) are not or were not requested by Lessee or Sublessee, (b) are not occasioned by a specific requirement of the Operative Documents, or (11c) are not entered into in connection with the exercise of remedies pursuant to SECTION 15 hereof while a Sublease Event of Default has occurred and is continuing, PROVIDED that such amendment supplement, waiver or consent (as the case may be) does not have a material adverse effect on Sublessee's rights thereunder or (8) except to the extent fairly attributable to acts or events occurring occurring, or circumstances or conditions existing, during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Sublessor, Owner Trustee or its designee (including the placement in storage pursuant to the terms of the Lease (other than SECTION 5 hereof) pursuant to and in accordance with Section 15 thereofthe terms of this Sublease unless and to the extent an Expense is directly related to actions, omissions or events occurring in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to connection with the exercise of remedies under such Section 15)SECTION 15 hereof while a Sublease Event of Default has occurred and is continuing, (II) the termination of the Term in accordance with Section SECTION 9 of the Leasehereof, (III) the payment by Lessee Sublessee of all amounts required to be paid under this Sublease and the Lease other Operative Documents following an a Sublease Event of Loss or (IV) termination of the Lease this Sublease and payment by Lessee Sublessee of all amounts required to be paid by Lessee Sublessee pursuant to the terms of the Operative Documents or (129) any amount which any Indemnitee expressly agrees to pay under any Operative Document or Head Lease Document, which is not subject to reimbursement hereunder or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee Sublessee under the Operative Documents, or (1310) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (1611) any loss of tax benefits or increases in tax liability whether or not the Lessee is (it being understood that Sublessee may be required to indemnify an Indemnitee Sublessor under SECTION 3(j), under the Sublease Tax Indemnity Agreement or elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) ). Sublessee shall not have any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring liability to Sublessor with respect to any indemnity due and owing under SECTION 3(k) to the purchase or holding of any Pass Through Certificate extent it is caused by (i) over the status of Sublessor or an affirmative act of Sublessor, which purchase act did not occur as a result of, and was not otherwise caused by, an act or holding the Owner Participant omission of Sublessee or any Affiliate thereof has discretion a Sub-sublessee or control (other than in the capacity during a Sublease Event of a directed trustee or custodian), Default or (ii) by an employee benefit plan, within any failure on the meaning part of Section 3(3) of ERISA, or individual retirement account or plan subject Sublessor to Section 4975 of the Code comply with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person Operative Documents or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Head Lease Documents (other than the Participation Agreementa failure which occurs during a Sublease Event of Default) to the extent that such fault is not included in a result of, or otherwise caused by, an act or omission of the definition of Supplemental RentSublessee. LesseeSublessee's indemnity obligation to an Indemnitee Sublessor under this Section 6(cSECTION 3(k) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(cSECTION 3(k) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(cSECTION 3(k). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.

General Indemnity. Lessee Sublessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Sublessee Documents are consummated), any and all Expenses liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements (including reasonable legal fees and expenses but excluding internal costs and expenses such as salaries and overhead), of whatsoever kind and nature (collectively called “Expenses”) imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or the Pass Through Sublessee Documents and or any of the transactions contemplated thereby; thereby or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof, (B) the manufacture, purchase, acceptance or rejection of the Aircraft, Airframe or any Engine or Parts; Part, (C) the Aircraft (or any portion thereof) thereof or any Engine or engine installed on affixed to the Airframe or any airframe on which an Engine is installed Airframe) whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspection, leasestorage, sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof or any Engine or engine or Part affixed to the Airframe) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability liability, any damage to property or the environment, death of or injury to any person and any claim for patent, trademark or copyright infringement; (D) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, provided that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is resulting from or arising out of or attributable to one or more of the following: (1A) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents applicable to it including, without limitation, with respect to the creation or existence of a Sublessor Lien (including for this purpose Liens which would be Sublessor Liens but for the Pass Through Documentsproviso in the definition of Sublessor Liens) attributable to it (except to the extent such failure was caused by the failure of Sublessee to perform any obligation under a Sublessee Document), or (3C) the willful misconduct or the gross negligence of such Indemnitee, or (4D) (A) in the case of with respect to any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's ’s interest in the Airframe, any Engine or in the Operative DocumentsDocuments other than during the continuance of a Default or an Event of Default under the Sublease, or (5E) except to the extent relating to the payment of any Expenses on an After-Tax Basis, any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee Sublessee is required to indemnify for such Tax pursuant to Section 6(b29(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes)hereof, or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11F) except to the extent fairly attributable to acts, omissions or events occurring prior thereto, acts or events occurring during which occur with respect to the Term Airframe or actions taken (any Engine or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring Part after the earlier of: (I) the return of physical possession of the Aircraft Airframe or such Engine or Part to the Owner Trustee or its designee Sublessor pursuant to the terms of the Lease Sublease. Sublessee further agrees to indemnify Sublessor against, and agrees to protect, defend, save and keep harmless Sublessor from (whether or not the transactions contemplated herein or in any of the other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15Sublessee Documents are consummated), (II) the termination of the Term in accordance with Section 9 of the Leaseany and all liabilities, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documentsobligations, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses payable and disbursements of whatsoever kind and nature imposed on, incurred by or asserted against Sublessor pursuant to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14Section 7(c) any amounts relating to the deregistration with the FAA of the Aircraft as a result Participation Agreement. [In addition, notwithstanding the termination of the Owner Participant Predecessor Lease [and the Original Predecessor Lease], Sublessee hereby confirms and agrees that Sublessee remains fully obligated with respect to any and all claims asserted by Sublessor and any Indemnitee (as such term is defined in the Predecessor Lease [or in the Owner TrusteeOriginal Predecessor Lease, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15]) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(129(c) of the CodePredecessor Lease [or pursuant to Section 29(c) of the Original Predecessor Lease, occurring with as the case may be].] Sublessee further agrees that any payment or indemnity pursuant to this Section 29(c) in respect of any Expenses or other amounts payable by Sublessee pursuant to this Section 29(c) shall be paid on an After-Tax Basis. If, by reason of any Expense payment made to or for the account of an Indemnitee by Sublessee pursuant to this Section 29(c), such Indemnitee subsequently realizes a tax deduction or credit or any reduction in Taxes not previously taken into account in computing such payment, such Indemnitee shall promptly pay to Sublessee, but only if Sublessee shall have made all payments then due and owing to such Indemnitee under the Sublessee Documents, an amount equal to the purchase sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or holding of any Pass Through Certificate credit, and (iII) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than actual reduction in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits Taxes realized by such Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence; provided, however, that no Indemnitee shall be obligated to make any payment pursuant to this sentence to the accrual or payment of such Expense shall equal extent that the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of would exceed (i) the aggregate amount of all prior payments by Sublessee to such tax savings, plus any additional tax savings recognized as Indemnitee under this Section 29(c) less (ii) the result aggregate amount of any payment made all prior payments with respect to such Tax by such Indemnitee to Sublessee pursuant to this sentence, when, as if, and with any excess being carried forward to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excessoffset Sublessee’s obligations, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make subsequent payments to such Indemnitee pursuant to under this Section 6(c)29(c). Nothing in this Section 6(c29(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or Sublessee of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, give notice of such claim to LesseeSublessee and Sublessor; provided that the failure to give provide such notice shall not affect the release Sublessee from any of its obligations to indemnify hereunder, and no payment by Sublessee to an Indemnitee pursuant to this Section 29(c) shall be deemed to constitute a waiver or release of Lessee hereunder except to the extent Lessee is prejudiced by any right or remedy which Sublessee may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give Sublessee such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee Sublessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as Sublessee has agreed in a writing acceptable to such Indemnitee that Sublessee is liable to such Indemnitee for such Expense hereunder, in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as Sublessee has agreed in a writing acceptable to such Indemnitee that Sublessee is liable to such Indemnitee for such Expense hereunder, 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 best reasonable efforts to obtain such severance, provided that Sublessee has requested such severance and agrees to pay the reasonable out-of-pocket costs and expenses (including, without limitation, reasonable counsel fees and disbursements) incurred by such Indemnitee, if any, in connection with 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee Sublessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while a Default or an Event of Default or an Event of Default (as such term is defined in the Head Lease) or a Default (as such term is defined in the Head Lease) of the type referred to in Section 14(a), 14(b) or 14(e) of the Head Lease shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Aircraft, the Trust Estate, the Trust Indenture Estate or the Trust Estate or any part thereof unless thereof, or (O) if such proceeding could in the good faith opinion of such an event Lessee shall have posted Indemnitee entail any risk of civil liability or criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee Sublessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee Sublessee with such information reasonably requested by Lessee Sublessee as is necessary or advisable for Lessee Sublessee to control or participate in any proceeding to the extent permitted by this Section 6(c29(c). Such Unless a Default or an Event of Default shall have occurred and be continuing (in which case the consent of Sublessee shall not be required), such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of LesseeSublessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c29(c). The Lessee Sublessee shall supply the affected Indemnitee and Sublessor with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c29(c). Upon payment in full of any Expense or Tax pursuant to this Section 6(c)29, LesseeSublessee, or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating thereto; provided that Sublessee shall not be so subrogated so long as a Default or an Event of Default has occurred and is continuing. The Such Indemnitee agrees to give such further reasonable assurances or agreements and to cooperate with Lessee provide such reasonable cooperation to Sublessee or the insurers to permit Lessee Sublessee or the insurers to pursue such claims, if any, to the extent reasonably requested by LesseeSublessee or the insurers. If In the event that Sublessee shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 29(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to Sublessee an amount equal to the amount of such reimbursement (but in no event more than such payment from Sublessee) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this sentence; provided, that Sublessor shall not be obligated to make any payment pursuant to this Section 6(c)29(c) over to Lessee. To the extent permitted that the amount of such payment would exceed (i) the aggregate amount of all prior payments by applicable law, interest at Sublessee to Sublessor under this Section 29(c) less (ii) the Base Rate plus one percent (1.0%) shall be paid, on demand, on any aggregate amount or indemnity not paid when due of all prior payments by Sublessor to Sublessee pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable 29(c), with any excess being carried forward to Lessee by any Person pursuant offset Sublessee’s obligations, if any, to make subsequent payments to Sublessor under this Section 6 29(c); provided, further, that such Indemnitee shall not be paid have no obligation to Lessee reimburse Sublessee if (i) a Lease Default or an Event of Default or an Event of Default (as such term is defined in the Head Lease) has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default Airline Services Agreement shall have occurred and be continuing, been terminated or canceled or shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied have terminated in accordance with its terms or (ii) Sublessee has not paid such Indemnitee all amounts required pursuant to this Section 29(c) and any other amounts then due to such Indemnitee from Sublessee under any of the immediately preceding sentenceOperative Documents or Sublessee Documents. Sublessee’s obligations under the indemnities provided for in this Sublease shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other document or instrument, and the Person seeking indemnification from Sublessee pursuant to any provision of this Sublease may proceed directly against Sublessee without first seeking to enforce any other right of indemnification.

General Indemnity. Lessee (a) The Borrower hereby agrees to indemnify on an After-Tax Basis each Indemnitee against, and agrees to protect, save and keep hold harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of or which would not have occurred but for (A1) the execution, delivery and performance of the Operative Documents or the Pass Through Borrower Loan Documents and the consummation of the transactions contemplated therebythereby or any Default or Event of Default thereunder and the enforcement of any of the terms thereof; (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C2) the Aircraft (or any item or other portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed installed, whether or not arising out of the manufacture, design, ordering, acceptance, rejection, acquisition, installation, purchase, registration, reregistrationre-registration, refinancing, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, storage, maintenance, overhaul, modification, alteration, condition, replacement, repair, loss, damage, destruction, removal, substitution, sale, return return, surrender or other disposition of the Aircraft (or any item or other portion thereof) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict products liability, strict tort liability and any claim for patent, trademark or copyright infringement; (D) the offer , environmental liability or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt an Applicable Law relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, PROVIDED that the foregoing indemnity shall not extend to of an Indemnitee with respect shall only apply for claims relating to Lender in its capacity as lender under the Borrower Loan Documents and not to Lender in its capacity, if any, as manufacturer, repairer, supplier or aircraft servicing agent, or any Expense to the extent such Expense is attributable to resulting from or arising out of or which would not have occurred but for one or more of the following: (1A) any express representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Borrower Loan Documents being incorrect, ; or (2B) the failure by such Indemnitee to perform or observe any of its agreementsexpress agreement, covenants covenant or conditions condition in any of the Operative Borrower Loan Documents except to the extent such failure by such Indemnitee proximately results from any failure by the Borrower to observe any covenant, agreement or condition applicable to the Pass Through Documents, Borrower in any Borrower Loan Document; or (3C) the willful misconduct or the gross negligence of or violation of law by such Indemnitee, Indemnitee (other than any of the foregoing imputed to such Indemnitee solely by reason of its interest in the Aircraft or being party to the Borrower Loan Documents); or (4D) (A) in the case of any Indemnitee, the offer, sale or other a disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA as contemplated by the Security Agreement) or Section 4975 in any of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes)Borrower Loan Documents other than, or (6) in the case of the Owner Participanteach case, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of a Specified Default or an Event of Default so long as such disposition is made in accordance with Section 7(k)under this Loan Agreement or (E) any Tax, or any loss of Tax benefits or increase in Tax liability under any Tax law, PROVIDED, HOWEVER, that this CLAUSE (7E) in the case shall not apply to any obligation of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure Borrower under Section 2.b or to Taxes arising from making any payment pursuant to this SECTION 9.12 on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, an After-Tax Basis; or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10F) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Borrower Loan Documents which amendments, supplements, waivers or consents (ax) are not or were not requested by Lessee or the Borrower, (by) are not occasioned by a specific requirement of the Operative Documents, Borrower Loan Documents and (z) are not entered into pursuant to a Default or an Event of Default; or (11H) except to the extent fairly attributable resulting from a breach of the Borrower representations contained in SECTION 3.2, the offer, sale or delivery by such Indemnitee in violation of the Securities Act or a violation by such Indemnitee of any other applicable law or regulation relating to the transfer of any Note, or (I) except to the extent caused by acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Termprior thereto, actions taken (or required to be taken and not taken) acts or events occurring which occur after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (IIIx) the payment by Lessee the Borrower of all amounts required to be paid under the Lease Borrower Loan Documents following an Event a Total Loss and termination of Loss the Loan; or (IVy) termination of the Lease Loan and payment by Lessee the Borrower of all amounts required to be paid by Lessee Borrower pursuant to the terms of the Operative Documents Borrower Loan Documents; or (12J) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lender Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.

General Indemnity. Lessee Subject to the next following paragraph but without limiting any other rights that any Indemnitee may ----------------- have under the other Operative Documents or applicable law, the Borrower hereby agrees to indemnify each Indemnitee against, and agrees to protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on or Indemnitee arising out of or resulting from (Ai) the executionoperation, delivery and performance of the Operative Documents or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacturepossession, purchaseuse, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacturemaintenance, purchaseoverhaul, testing, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspectionnon-delivery, lease, subleasenonuse, modification, alteration, or sale of any Aircraft, Airframe or Engine, or any engine used in connection with any Airframe or any part of any of the foregoing by the Borrower, any lessee or any other Person whatsoever, whether or not such operation, possession, storage, use or non-use, operation, maintenance, overhaul, testing, registration, reregistration, delivery, non-delivery, lease, nonuse, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition sale is in compliance with the terms of the Aircraft Mortgage, including, without limitation, claims for death, personal injury or property damage or other loss or harm to any violation of law person whatsoever and claims relating to the Aircraft (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; (ii) the manufacture, design, purchase, acceptance, rejection, delivery, or condition of any Aircraft, Airframe or Engine, any engine used in connection with any Airframe, or any part of any of the foregoing including, without limitation, latent or and other defects, whether or not discoverable, strict tort liability and any claim for patent, or trademark or copyright infringement; (Diii) 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 offer Borrower under any of the Operative Documents, or sale the falsity of any interest representation or warranty of the Borrower in any of the Trust Estate Operative Documents; and (iv) any Event of Default hereunder or the Trust Agreement or any similar interest on or prior to enforcement against the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale Borrower of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISAincluding, without limitation, Section 12 hereof); provided, that the . The foregoing indemnity shall not extend to an Indemnitee with respect to any Expense of any Indemnitee to the extent such Expense is attributable to one or more of the following: (1) any representation acts or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) omissions involving the willful misconduct or the gross negligence of such Indemnitee, Indemnitee or (4) (A) in the case any Person acting on behalf of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part (other than gross negligence imputed to such Indemnitee solely by reason of its interest in the Airframe or an Aircraft, as finally determined by a court of competent jurisdiction); (2) any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative DocumentsTax, or increase in tax liability under any tax law (5such matter being the subject to the indemnity in Sections 8(b) any Tax and (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 belowc) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(bhereof); (3) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Administrative Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement Operative Documents any amounts received and distributable by it thereunder; (4) any breach of undertaking or any misrepresentation contained herein or in any other Operative Document to which such Indemnitee is a party or any agreement relating hereto or thereto by such Indemnitee and in each case not attributable directly to any breach of undertaking, any misrepresentation or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents noncompliance with respect to any of the terms hereof or of any other Operative Documents which amendments, supplements, waivers Document or consents any agreement relating hereto or thereto by Borrower; (a5) are not or were not requested by Lessee attributable to a Lender Lien; or (b6) are not occasioned by any Expenses as a specific requirement result of a violation of the Operative DocumentsSecurities Act (as defined below) relating to or arising out of the offer, issuance, sale or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken delivery by any Indemnitee (or required to be taken and not taken) during any person who controls an Indemnitee within the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return meaning of possession Section 15 of the Aircraft to Securities Act of 1933 (the Owner Trustee "Securities Act"), as amended) of -------------- Commercial Paper or its designee any security based upon the credit of the Borrower. The Borrower further agrees that any payment or indemnity pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c8(a) shall survive for so long as Lessor in respect of any "Expense" shall be entitled to exercise remedies under such Section 15)in an amount which, (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee after deduction of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts Taxes required to be paid by Lessee pursuant such recipient with respect to such payment or indemnity under the terms laws of any federal, state or local government or taxing authority in the Operative Documents United States, or (12) under the laws of any amount which any Indemnitee expressly agrees to pay under any Operative Document taxing authority or governmental subdivision of a foreign country, or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, territory or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen possession of the United States or any other act or omission of the Owner Trusteeinternational authority, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of (A) the amount described of such Expense over (B) the net reduction in clause (i) over Taxes required to be paid by such recipient resulting from the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations accrual or payment of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the AircraftExpense. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee (or its agent) shall promptly after receiving such notice give notice of such claim to Lesseethe Borrower; provided that the failure to give provide such notice shall not affect release the Borrower from any of its obligations of Lessee to indemnify hereunder except to the extent Lessee that the Borrower is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of the failure to give such failurenotice in a timely fashion, and no payment by the Borrower to an Indemnitee pursuant to this Section 8(a) shall be deemed to constitute a waiver or release of any right or remedy which the Borrower may have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give the Borrower such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee The Borrower shall be entitled, at its sole cost and expense, acting through a single counsel reasonably acceptable to the respective Indemnitee, so long as the Borrower has acknowledged in writing its responsibility for such Expense hereunder (unless such Expense is covered by the second paragraph of this Section 8(a), except that such acknowledgment does not apply if the decision of a court or arbitrator provides that the Borrower 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 best 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 Lesseethe Borrower's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee the Borrower pursuant to the preceding provisions. Notwithstanding any of the foregoing, the Borrower shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the sale, forfeiture or loss of an Aircraft unless the Borrower shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee with respect to such risk or if such proceedings could entail any risk of criminal liability being imposed on such Indemnitee. The affected Indemnitee shall supply Lessee the Borrower with such information reasonably requested by Lessee the Borrower as is necessary or advisable for Lessee the Borrower to control or participate in any proceeding to the extent permitted by this Section 6(c8(a). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lesseethe Borrower, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c8(a). The Lessee shall supply In the case of any Expense indemnified by Borrower hereunder which is covered by a policy of insurance maintained by Borrower, each Indemnitee agrees, at Borrower's expense, to cooperate reasonably with the insurers in the exercise of their rights to investigate, defend or compromise such information loss or liability as may be reasonably requested by required to retain the Indemnitee as is necessary benefits of such insurance with respect to such loss or advisable for the Indemnitee to control or participate in any proceeding to liability. To the extent permitted by this Section 6(c). Upon of any payment of any Expense pursuant to this Section 6(c8(a), Lesseethe Borrower, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee the Borrower to permit Lessee the Borrower to pursue such claims, if any, to the extent reasonably requested by Lesseethe Borrower. If In the event that the Borrower shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 8(a), and such Indemnitee subsequently shall be reimbursed in whole or in partrespect of such indemnified amount from any other Person, with respect to any Expense paid by Lessee hereunder, it will such Indemnitee shall promptly pay the Borrower the amount refundedof such reimbursement, including interest received thereto (but not an amount in excess of the amount Lessee attributable thereto, provided that no Special Default or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.

General Indemnity. Scope. Lessee hereby agrees to indemnify indemnify, defend, reimburse and hold harmless, to the fullest extent permitted by Law, each Indemnitee against, from and agrees to protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), against any and all Expenses imposed on, incurred by or asserted against any Indemnitee, Claims which in any way relating tomay result from, based on pertain to or arising out of (A) the execution, delivery and performance of the Operative Documents or the Pass Through Documents and the transactions contemplated thereby; (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, maintenance, overhaul, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions arise in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly attributable to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal manner out of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 manner 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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, to: Xxxxxxxxxx XX-600-2C10; MSN 10070 the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document, or the breach of any representation, warranty, covenant or Obligation made or to be performed by Lessee hereunder or thereunder; or the condition, design, ownership, manufacture, purchase, delivery, non-delivery, lease, possession, return, disposition, use, or operation of the Aircraft either in the air or on the ground; or any defect in the Aircraft or any Item of Equipment (whether or not discovered or discoverable by Lessee or Lessor) arising from the material or any articles used therein or from the design, testing, or use thereof or from any maintenance, service, repair, overhaul, or testing of the Aircraft or any Item of Equipment, whether or not the Aircraft or any Item of Equipment is in the possession of Lessee, and regardless of where the Aircraft or any Item of Equipment may then be located; or the accuracy, validity or traceability of any of the Aircraft Documents; or any en route navigation charges, navigation service charges, airport charges and landing fees and all other charges payable in connection with the use of or for services provided at any airport or by any navigation service or Governmental Authority, whether in respect of the Aircraft or any other aircraft owned, leased or operated by Lessee; or any lawful action taken by any Indemnitee in relation to the release or attempt to release the Aircraft from any arrest, confiscation, seizure, taking in execution, impounding, forfeiture or detention of the Aircraft; or any act or omission of Lessee which invalidates or which renders voidable any Insurances or which is outside the scope of, or excluded from, the coverage thereof. Any such amount Upon payment in full to any Indemnitee of any indemnities contained in this Article 18 by Lessee, Lessee shall be held by subrogated to all rights and remedies which such Person (indemnified party has or may have against the Manufacturer or any other Person. If any Indemnitee or Lessee has knowledge of any Claim for which Lessee is obligated to indemnify under this Article 18, it shall comply with 18.4 below. Lessee's Release. Lessee hereby granting a security interest waives and releases each Indemnitee from any Claims (whether existing now or hereafter arising) for or on account of or arising or in such amount any way connected with injury to such Person) and, if a Lease Event or death of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder personnel of Lessee or loss or damage to such Person as and when due (and, property of Lessee or the loss of use of any property which may result from or arise in any manner out of or in relation to the extent that Lessee has no obligations hereunder to ownership, leasing, condition, use or operation of the Aircraft or any Item of Equipment, either in the air or on the ground, or which may be caused by any defect in the Aircraft or any Item of Equipment from the material or any article used therein or from the design or testing thereof, or use thereof, or from any maintenance, service, repair, overhaul or testing of the Aircraft or any Item of Equipment regardless of when such Persondefect may be discovered, such amount shall be paid to whether or not the Aircraft or any Item of Equipment is at the time in the possession of Lessee). At such time as there shall not be continuing , and regardless of the location of the Aircraft or any Item of Equipment at any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.time. Xxxxxxxxxx XX-600-2C10; MSN 10070

General Indemnity. Lessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements (including reasonable legal fees and expenses and Transaction Expenses to the extent not required to be paid by the Owner Trustee or the Owner Participant pursuant to Section 16 hereof but excluding internal costs and expenses such as salaries and overhead), of whatsoever kind and nature (collectively called "Expenses") imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or any sublease or sub-sublease of the Pass Through Documents Aircraft or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof and, only in the case of the Indemnitee who is the Subordination Agent or the Liquidity Provider, the Intercreditor Agreement and the transactions contemplated thereby; Liquidity Facilities, (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; Engine, (C) the Aircraft (or any portion thereof) thereof or any Engine or engine installed on affixed to the Airframe or any airframe on which an Engine is installed Airframe) whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspectionstorage, lease, sublease, sub-sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof or any Engine or engine affixed to the Airframe) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; , (D) the offer, sale or delivery of the Secured Certificates (the indemnity in this clause (D) to extend also to any person who controls an Indemnitee within the meaning of Section 15 of the Securities Act of 1933, as amended) or (E) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest with respect to the Aircraft on or prior to the Delivery Date (including any violation of securities laws or ERISA)Date; or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, provided that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to resulting from or arising out of or which would not have occurred but for one or more of the following: (1A) any representation or warranty by such Indemnitee (or any member of the Related Indemnitee Group) in the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities or the Pass Through Documents Trust Agreements or in connection therewith being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee (or any member of the Related Indemnitee Group) to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities or the Pass Through DocumentsTrust Agreements applicable to it including, without limitation, the creation or existence of a Lessor Lien (including for this purpose Liens which would be Lessor Liens but for the proviso in the definition of Lessor Liens), a Loan Participant Lien or an Indenture Trustee's Lien (except to the extent such failure was caused directly by the failure of Lessee to perform any obligation under a Lessee Document), or (3C) the willful misconduct or the gross negligence of such IndemniteeIndemnitee (or any member of the Related Indemnitee Group) (other than gross negligence imputed to such Indemnitee (or any member of the Related Indemnitee Group) solely by reason of its interest in the Aircraft), or (4D) (A) in with respect to the case of any IndemniteeOwner Trustee, the offer, sale or other a disposition (voluntary or involuntary) by such Indemnitee the Owner Trustee of all or any part of its interest in the Airframe or any Engine (other than during as contemplated by the continuance of a Lease Event of Default or pursuant the Trust Indenture) or with respect to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Airframe, any Engine or in the Operative DocumentsDocuments other than during the continuance of an Event of Default under the Lease, or (5E) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b7(b) hereof (it being understood that Section 6(b7(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6F) in the case of an Indemnitee which is the Owner Participant or the Owner Trustee (in its individual or trust capacity) (other than in connection with an Event of Default) or, in connection with an exercise of remedies under the Trust Indenture upon a default thereunder (other than a default under Section 4.02(a) of the Trust Indenture), the Indenture Trustee or a Loan Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k)interest, or (7G) in the case of an Indemnitee which is the Owner Participant or the Owner Trustee (in its individual and or trust capacities, capacity) and the Affiliatesaffiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to use ordinary care to distribute in accordance with the Trust Agreement any amounts received and distributable by it thereunder, or (8) and in the case of an Indemnitee which is a Loan Participant, a Certificate Holder or the Indenture Trustee (in its individual or trust capacity) and trust capacitiesthe affiliates, successors and assigns thereof, a failure on the part of the Indenture Trustee to use ordinary care to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10H) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendmentsother than such as have been consented to, supplementsapproved, waivers authorized or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative DocumentsLessee, or (11I) subject to the next succeeding paragraph, any loss of tax benefits or increase in tax liability under any tax law whether or not Lessee is required to indemnify therefor pursuant to this Agreement or the Tax Indemnity Agreement, or (J) except to the extent fairly attributable to acts, omissions or events occurring prior thereto, acts or events occurring during which occur with respect to the Term Airframe, any Engine or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring any Part after the earlier earliest of: (I) the return of possession of the Aircraft Airframe or such Engine or Part to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15)Lease, (II) the termination of the Term Lease in accordance with Section 9 or Section 19 thereof or (Ill) the commencement of storage pursuant to Section 5(d) of the Lease, or (IIIK) the payment by Lessee of all amounts required any Expense which is specified to be paid for the account of an Indemnitee pursuant to any Operative Document without express right of reimbursement under the Lease following an Event of Loss any Operative Document, or (IVL) as to any Indemnitee the funding of such Indemnitee's participation in the transaction contemplated by the Operative Documents giving rise to a "prohibited transaction" within the meaning of the provisions of the Code or the Regulations of the United States Department of Labor implementing ERISA or any other violation of the fiduciary responsibility provisions of ERISA. The foregoing indemnity shall not extend to any Expense to the extent that such Expense is not caused by, or does not arise out of, an act, omission or event which occurs prior to the termination of the Lease and the payment by Lessee of all amounts other payments required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents. Lessee further agrees that any payment or indemnity pursuant to this Section 7(c) in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any Federal, state or local government or taxing authority in the United States, or (13) any amount that is an ordinary and usual operating or overhead expense under the laws of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses")taxing authority or governmental subdivision of a foreign country, or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant territory or the Owner Trustee, as the case may be, not being a Citizen possession of the United States or any other act international authority, shall be equal to the excess, if any, of (A) the amount of such Expense over (B) the net reduction in Taxes required to be paid by such recipient resulting from the accrual or omission payment of such Expense. If, by reason of any Expense payment made to or for the Owner Trusteeaccount of an Indemnitee by Lessee pursuant to this Section 7(c), the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required subsequently realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing such payment, such Indemnitee shall promptly pay to remove pursuant Lessee, but only if Lessee shall have made all payments then due and owing to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an such Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any an amount payable under the Pass Through Documents (other than the Participation Agreement) equal to the extent not included sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or credit, and (II) the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits actual reduction in Taxes realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c))sentence. Nothing in this Section 6(c7(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes Secured Certificates or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, give notice of such claim to Lessee; provided that the failure to give provide such notice shall not affect release Lessee from any of its obligations to indemnify hereunder, and no payment by Lessee to an Indemnitee pursuant to this Section 7(c) shall be deemed to constitute a waiver or release of any right or remedy which the obligations of Lessee hereunder except to the extent Lessee is prejudiced by may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give Lessee such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as Lessee has agreed in a writing acceptable to such Indemnitee that Lessee is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as Lessee has agreed in a writing acceptable to such Indemnitee that Lessee is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), 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 best 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while an Event of Default shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Aircraft, the Trust Estate, the Trust Indenture Estate or the Trust Estate or any part thereof unless thereof, or (0) if such proceeding could in the good faith opinion of such an event Lessee shall have posted Indemnitee entail any material risk of criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c7(c). The Lessee shall supply the affected Indemnitee with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). When Lessee or the insurers under a policy of insurance maintained by Lessee (or any Sublessee) undertakes the defense of an Indemnitee with respect to an Expense, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Indemnitee shall be indemnified hereunder unless such fees or expenses were incurred at the written request of Lessee or such insurers, provided that no such defense shall be compromised or settled on a basis that admits any gross negligence or willful misconduct on the part of such Indemnitee without such Indemnitee's prior consent. In the case of any Expense indemnified by Lessee hereunder which is covered by a policy of insurance maintained by Lessee (or any Sublessee) pursuant to Section 11 of the Lease or otherwise, it shall be a condition of such indemnity with respect to any particular Indemnitee that such Indemnitee shall cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. Notwithstanding any of the foregoing to the contrary, with respect to any Expense which is covered under policies of insurance maintained by Lessee (or any Sublessee) pursuant to Section 11 of the Lease or otherwise, the rights of an Indemnitee to control or participate in any proceeding shall be modified to the extent necessary to comply with the requirements of such policies and the rights of the insurers thereunder. Upon payment of any Expense or Tax pursuant to this Section 6(c)7, LesseeLessee or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating theretothereto other than claims under Section 5.03 or 7.01 of the Trust Indenture or Section 5.03 or 7.01 of the Trust Agreement. The Such Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee or the insurers to permit Lessee or the insurers to pursue such claims, if any, to the extent reasonably requested by LesseeLessee or the insurers. If In the event that Lessee shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 7(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to Lessee an amount equal to the amount of such reimbursement (but in no event more than such payment from Lessee) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this Section 6(c)sentence, provided that (i) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease no Event of Default has occurred and is continuing or and (ii) such Indemnitee shall have no obligation to reimburse Lessee if Lessee has not paid such Indemnitee all amounts required pursuant to this Section 7(c) and any payment is other amounts then due and owing by Lessee to such Person Indemnitee from Lessee under any of the Lease or any other Operative DocumentDocuments. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such under the indemnities provided for in this Agreement shall be those of a primary obligor, whether or not the Person as and when due (and, indemnified shall also be indemnified with respect to the extent that same matter under the terms of any other document or instrument, and the Person seeking indemnification from Lessee has no obligations hereunder pursuant to any provision of this Agreement may proceed directly against Lessee without first seeking to enforce any other right of indemnification. Lessee agrees to pay the reasonable fees and expenses of the Indenture Trustee and the Owner Trustee for acting as such, other than such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due fees and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceexpenses which constitute Transaction Expenses.

General Indemnity. Lessee The Owner hereby agrees to indemnify each Indemnitee against, and agrees to protect, defend, save and keep harmless each of them thereof from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated), any and all Expenses liabilities, obligations, losses, damages, penalties, claims, actions, suits, out-of-pocket costs, expenses and disbursements, of whatsoever kind and nature (collectively called "EXPENSES") imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on to or arising out of (A) the execution, delivery and performance any of the Operative Documents or any lease or sublease of the Pass Through Documents Aircraft or the enforcement of any of the terms thereof or any amendment, modification or waiver in respect thereof and, only in the case of the Indemnitee who is the Subordination Agent or the Liquidity Provider, the Intercreditor Agreement and the transactions contemplated thereby; Liquidity Facilities, (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; Engine, (C) the Aircraft (or any portion thereof) thereof or any Engine or engine installed on affixed to the Airframe or any airframe on which an Engine is installed Airframe) whether or not arising out of the manufacturefinance, purchase, registration, reregistration, financing, refinancingrefinance, ownership, delivery, nondelivery, inspectionstorage, lease, sublease, sub-sublease, possession, storageuse, use or non-use, operation, maintenance, overhaulregistration, reregistration, condition, modification, alteration, condition, replacement, repair, substitution, sale, return or other disposition of the Aircraft (or any portion thereof or any Engine or engine affixed to the Airframe) including, without limitation, any violation of law relating to the Aircraft (including environmental laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; infringement or (D) the offer offer, sale or sale delivery of the Secured Certificates (the indemnity in this clause (D) to extend also to any interest in person who controls an Indemnitee within the Trust Estate or meaning of Section 15 of the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation Securities Act of securities laws or ERISA1933, as amended); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, PROVIDED that the foregoing indemnity as to any Indemnitee shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable to resulting from or arising out of or which would not have occurred but for one or more of the following: (1A) any representation or warranty by such Indemnitee (or any member of the Related Indemnitee Group) in the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities or the any Pass Through Documents Trust Agreement or in connection therewith being incorrectincorrect in any material respect, or (2B) the failure by such Indemnitee (or any member of the Related Indemnitee Group) to perform or observe any of its agreementsagreement, covenants covenant or conditions condition in any of the Operative Documents Documents, the Intercreditor Agreement, the Liquidity Facilities or the any Pass Through DocumentsTrust Agreement applicable to it including, without limitation, the creation or existence of a Loan Participant Lien or an Indenture Trustee's Lien (except to the extent such failure was caused directly by the failure of the Owner to perform any obligation under an Owner Document), or (3C) the willful misconduct or the gross negligence of such IndemniteeIndemnitee (or any member of the Related Indemnitee Group) (other than gross negligence imputed to such Indemnitee (or any member of the Related Indemnitee Group) solely by reason of its interest in the Aircraft), or (4D) (A) in the case of with respect to any Indemnitee, the offer, sale or other a disposition (voluntary or involuntary) by such Indemnitee of all or any part of its such Indemnitee's interest in the Airframe or Airframe, any Engine (or in the Operative Documents other than during the continuance of a Lease an Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of under the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative DocumentsTrust Indenture, or (5E) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee the Owner is required to indemnify for such Tax pursuant to Section 6(b7(b) hereof (it being understood that Section 6(b7(b) hereof and provides for the Tax Indemnity Agreement exclusively provide for LesseeOwner's liability with respect to Taxes), or (6F) in the case of the Owner an Indemnitee which is a Loan EXHIBIT L-1 Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate a Certificate Holder or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or Indenture Trustee (7) in the case of the Owner Trustee in its individual and or trust capacities, capacity) and the Affiliatesaffiliates, successors and assigns thereof, a failure on the part of the Owner Indenture Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee use ordinary care to distribute in accordance with the Trust Indenture any amounts received and distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10G) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendmentsDocuments, supplementsthe Intercreditor Agreement, waivers any of the Liquidity Facilities or consents (a) are not any Pass Through Trust Agreement other than such as have been consented to, approved, authorized or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative DocumentsOwner, or (11H) except subject to the next succeeding paragraph, any loss of tax benefits or increase in tax liability under any tax law whether or not the Owner is required to indemnify therefor pursuant to this Agreement, or (I) any Expense which is specified to be for the account of an Indemnitee pursuant to any Operative Document without express right of reimbursement under any Operative Document, or (J) as to any Indemnitee the funding of such Indemnitee's participation in the transaction contemplated by the Operative Documents giving rise to a "prohibited transaction" within the meaning of the provisions of the Code or the Regulations of the United States Department of Labor implementing ERISA or any other violation of the fiduciary responsibility provisions of ERISA. The foregoing indemnity shall not extend to any Expense to the extent fairly attributable that such Expense is not caused by, or does not arise out of, an act, omission or event which occurs prior to acts or events occurring during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee pursuant to the terms of the Lease (other than pursuant to and in accordance with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination of the Term in accordance with Section 9 Lien of the Lease, (III) Trust Indenture and the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts other payments required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee Owner under the Operative Documents. The Owner further agrees that any payment or indemnity pursuant to this Section 7(c) in respect of any Expenses shall be in an amount which, after deduction of all Taxes required to be paid by such recipient with respect to such payment or indemnity under the laws of any Federal, state or local government or taxing authority in the United States, or (13) any amount that is an ordinary and usual operating or overhead expense under the laws of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses")taxing authority or governmental subdivision of a foreign country, or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant territory or the Owner Trustee, as the case may be, not being a Citizen possession of the United States or any other act international authority, shall be equal to the excess, if any, of (A) the amount of such Expense over (B) the net reduction in Taxes required to be paid by such recipient resulting from the accrual or omission payment of such Expense. If, by reason of any Expense payment made to or for the account of an Indemnitee by the Owner Trusteepursuant to this Section 7(c), such Indemnitee subsequently realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) not previously taken into account in computing such payment, such Indemnitee shall promptly pay to the Owner, but only if the Owner Participant or such Indemnitee, or (15) any amounts attributable shall have made all payments then due and owing to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any an amount payable under the Pass Through Documents (other than the Participation Agreement) equal to the extent not included sum of (I) the actual reduction in Taxes realized by such Indemnitee which is attributable to such deduction or credit, and (II) the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits actual reduction in Taxes realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraftsentence. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after promptly, upon receiving such notice notice, give notice of such claim to Lesseethe Owner; provided PROVIDED that the failure to give provide such notice shall not affect release the Owner from any of its obligations to indemnify hereunder, and no payment by the Owner to an Indemnitee pursuant to this Section 7(c) shall be deemed to constitute a waiver or release of Lessee hereunder except to any right or remedy which the extent Lessee is prejudiced by Owner may have against such failure or the Lessee's indemnification obligations are increased Indemnitee for any actual damages as a result of the failure by such failureIndemnitee to give the Owner such notice. If no Lease Event of Default shall have occurred and be continuing, Lessee The Owner EXHIBIT L-2 shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (A) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) so long as the Owner has agreed in a writing acceptable to such Indemnitee that the Owner is liable to such Indemnitee for such Expense hereunder (unless such Expense is covered by the proviso to the first paragraph of this Section 7(c)), 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 best 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 Lessee's sole expense, to participate thereinIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee the Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (M) while an Event of Default shall have occurred and be continuing, (N) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, on the Aircraft, the Trust Estate, the Trust Indenture Estate Collateral or any part thereof unless thereof, or (O) if such proceeding could in the good faith opinion of such an event Lessee shall have posted Indemnitee entail any material risk of criminal liability or present a bond or other security satisfactory to the relevant Indemnitees in respect to such riskconflict of interest making separate representation necessary. The affected Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee the Owner pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee the Owner with such information reasonably requested by Lessee the Owner as is necessary or advisable for Lessee the Owner to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lesseethe Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c7(c). The Lessee Owner shall supply the affected Indemnitee with such information reasonably requested by the such Indemnitee as is necessary or advisable for the such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c7(c). When the Owner or the insurers under a policy of insurance maintained by the Owner (or any Lessee) undertakes the defense of an Indemnitee with respect to an Expense, no additional legal fees or expenses of such Indemnitee in connection with the defense of such Indemnitee shall be indemnified hereunder unless such fees or expenses were incurred at the written request of the Owner or such insurers, provided that no such defense shall be compromised or settled on a basis that admits any gross negligence or willful misconduct on the part of such Indemnitee without such Indemnitee's prior consent. In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, it shall be a condition of such indemnity with respect to any EXHIBIT L-3 particular Indemnitee that such Indemnitee shall cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. Notwithstanding any of the foregoing to the contrary, with respect to any Expense which is covered under policies of insurance maintained by the Owner (or any Lessee) pursuant to Section 7.04 of the Trust Indenture or otherwise, the rights of an Indemnitee to control or participate in any proceeding shall be modified to the extent necessary to comply with the requirements of such policies and the rights of the insurers thereunder. Upon payment of any Expense or Tax pursuant to this Section 6(c)7, Lesseethe Owner or, if any Expense or Tax has been paid by insurers, the insurers, without any further action, shall be subrogated to any claims the affected Indemnitee may have relating theretothereto other than claims under Section 5.03 of the Trust Indenture. The Such Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee the Owner or the insurers to permit Lessee the Owner or the insurers to pursue such claims, if any, to the extent reasonably requested by Lesseethe Owner or the insurers. If In the event that the Owner shall have paid an amount to an Indemnitee is reimbursedpursuant to this Section 7(c), in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid and such Indemnitee subsequently shall be reimbursed in respect of such Expense indemnified amount from any other Person, such Indemnitee shall promptly pay to the Owner an amount equal to the amount of such reimbursement (but in no event more than such payment from the Owner) plus any net tax benefit (or minus any net tax detriment) realized by such Indemnitee as a result of any reimbursement received and payment made by such Indemnitee pursuant to this Section 6(c)sentence, PROVIDED that (i) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease no Event of Default has occurred and is continuing or and (ii) such Indemnitee shall have no obligation to reimburse the Owner if the Owner has not paid such Indemnitee all amounts required pursuant to this Section 7(c) and any payment is other amounts then due and owing by Lessee to such Person Indemnitee from the Owner under any of the Operative Documents. The Owner's obligations under the Lease indemnities provided for in this Agreement shall be those of a primary obligor, whether or not the Person indemnified shall also be indemnified with respect to the same matter under the terms of any other Operative Documentdocument or instrument, and the Person seeking indemnification from the Owner pursuant to any provision of this Agreement may proceed directly against the Owner without first seeking to enforce any other right of indemnification. Any such amount shall be held by such Person EXHIBIT X-0 XXXXXXX X-0 TO PARTICIPATION AGREEMENT [Form of Opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx special counsel for the Owner and the Guarantor] [________ ___, ____] The Persons Listed on Annex A hereto Ladies and Gentlemen: We have acted as counsel to Northwest Airlines Corporation, a Delaware corporation ("NWA Corp."), and Northwest Airlines, Inc., a Minnesota corporation (the Lessee hereby granting a security interest "Company"), in such connection with the issuance and sale of (i) $201,112,000 aggregate principal amount to such Personof 7.041% Pass Through Trust Certificates, Series 2001-1A-1 (the "Class A-1 Certificates"), (ii) and$156,613,000 aggregate principal amount of 6.841% Pass Through Trust Certificates, if a Lease Event Series 2001-1A-2 (the "Class A-2 Certificates"), (iii) $116,500,000 aggregate principal amount of Default shall have occurred 7.691% Pass Through Trust Certificates, Series 2001-1B (the "Class B Certificates") and be continuing(iv) $106,820,000 aggregate principal amount of 7.626% Pass Through Trust Certificates, shall be applied against Lessee's obligations hereunder to such Person as and when due Series 2001-1C (and, the "Class C Certificates") pursuant to the extent that Lessee has no obligations hereunder Underwriting Agreement, dated as of May 22, 2001 (the "Underwriting Agreement"), by and among Xxxxxxx Xxxxx Barney Inc., X.X. Xxxxxx Securities Inc., Credit Suisse First Boston Corporation, Deutsche Banc Alex. Xxxxx Inc., Xxxxxx Xxxxxxx & Co. Incorporated and U.S. Bancorp Xxxxx Xxxxxxx Inc., as underwriters, the Company and NWA Corp. [and the issuance and sale of $[__________] aggregate principal amount of [___]% Pass Through Certificates, Series 2001-1D (the "Class D Certificates") pursuant to such Persona private placement -- A319's and 757's] (the Class A-1 Certificates, such amount shall be paid to Lessee)the Class A-2 Certificates, the Class B Certificates [and] the Class C Certificates [and the Class D Certificates-- A319's and 757's], the "Certificates") Capitalized terms used herein unless otherwise defined herein have the respective meanings given them in the Underwriting Agreement. At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to In connection with this opinion we have examined the extent not previously applied in accordance with the immediately preceding sentence.following:

General Indemnity. Lessee hereby agrees to indemnify each Indemnitee against, and agrees to protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Lessee Documents, the Pass Through Trust Agreements or any other Operative Documents to which Lessee is a party are consummated), any and all Expenses imposed on, incurred by or asserted against any Indemnitee, in any way relating to, based on or arising out of (A) the execution, delivery and performance of the Operative Documents or the Pass Through Documents and the transactions Transactions contemplated hereby and thereby; (B) the manufacture, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or use, non-use, operation, maintenance, overhaul, testing, modification, alteration, condition, replacement, repair, substitution, sale, return transfer, return, or other disposition of the Aircraft Aircraft, Airframe, Engine(s) (or any engine used on the Airframe) or any Part or part used on the Aircraft, the Airframe or any Engine (or any engine used on the Airframe) by Lessee, any Sublessee or any other Person including, without limitation, any violation of law relating to the Aircraft (including environmental and noise pollution laws), latent or other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement; (D) the offer or sale of any interest in the Aircraft, the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA)) and any Lien relating to or arising during such period; or (E) the offer offer, sale or sale delivery of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); and (F) the Transactions contemplated by the Lessee Documents, the Pass Through Trust Agreements and the other Operative Documents to which the Lessee is a party; provided, that the foregoing indemnity shall not extend to an Indemnitee with respect to any Expense to the extent such Expense is attributable directly related to one or more of the following: (1) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect (except to the extent such representation or warranty was based on a Lessee representation or warranty which was incorrect), or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) the willful misconduct or the gross negligence of such Indemnitee, or (4) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe Airframe, any Engine or any Engine Part (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 15, 19 or 19 20 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, except to the extent such offer, sale or other disposition is made while a Lease Event of Default has occurred and is continuing and in accordance with the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer offer, sale or sale other disposition by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during to the continuance of an extent such offer, sale or other disposition is made (A) while a Lease Event of Default so long as such disposition has occurred and is made continuing and (B) in accordance with Section 7(k7(j), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement Agreements amounts received and distributable thereunder, or (10) the authorization or authorization, giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or Lessee, (b) are not occasioned by a specific requirement of the Operative Documents, and (c) are not entered into in connection with the exercise of remedies pursuant to Section 15 of the Lease while a Lease Event of Default has occurred and is continuing or (11) except to the extent fairly attributable to acts or events occurring occurring, or circumstances or conditions existing, during the Term or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft to the Owner Trustee or its designee (including the placement in storage pursuant to the terms Section 5 of the Lease (other than Lease) pursuant to and in accordance with the terms of the Lease unless and to the extent an Expense is directly related to actions, omissions or events occurring in connection with the exercise of remedies under Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15)of the Lease while a Lease Event of Default has occurred and is continuing, (II) the termination of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease and the other Operative Documents following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-out- of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, other than during the continuance of a Lease Event of Default when the Lease has been duly declared (or deemed declared) in default and the Owner Trustee is exercising remedies thereunder seeking to dispossess Lessee of its interest in the Aircraft or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, Notes or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity indemnity, such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). No Indemnitee shall have any obligation to make any such payment while a Lease Event of Default has occurred and is continuing. Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure to give notice in a timely manner or the Lessee's indemnification obligations are increased as a result of such failure, in which case, Lessee's obligations shall be released to the extent of such increase. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best commercially 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such riskrisk or if such proceedings could result in any criminal liability for an Indemnitee. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, except as otherwise provided herein, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one two percent (1.02.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 6(c) until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 6(c) shall not be paid to Lessee if a Specified Default or Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Documentcontinuing. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Specified Default or Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Specified Default or Lease Event of Default or there shall not be due and owing any such paymentDefault, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentence.

General Indemnity. Lessee hereby agrees to indemnify Buyer assumes liability for, indemnifies each ----------------- Indemnitee against, against and agrees to shall protect, save and keep harmless each of them from (whether or not the transactions contemplated herein or in any of the other Operative Documents are consummated)Indemnitee from, on an after-tax basis, any and all Expenses liabilities, obligations, losses, damages, penalties, claims (including claims for liability in tort, strict or otherwise), actions, suits, costs, expenses and disbursements (including, without limitation, reasonable legal fees and disbursements) of whatsoever kind and nature (collectively, "Liabilities"), imposed on, incurred by or asserted against any Indemnitee, Indemnitee in any way relating to, based on to or arising out of (Aa) the executionBuyer's obligations pursuant to any Operative Document, delivery and performance of the payments made pursuant to any Operative Document, any other transaction contemplated by any Operative Documents or the Pass Through Documents and exercise of remedies under any Operative Document, (b) any non- compliance by the transactions contemplated thereby; Buyer with the terms of any Operative Document, or (Bc) the manufacturedelivery, non-delivery, warehousing, storage, transportation, removal, sale, purchase, acceptance or rejection of the Airframe or any Engine or Parts; (C) the Aircraft (or any portion thereof) or any engine installed on the Airframe or any airframe on which an Engine is installed whether or not arising out of the manufacture, purchase, registration, reregistration, financing, refinancing, ownership, delivery, nondelivery, inspection, lease, sublease, possession, storage, use or non-use, operation, maintenance, overhaul, modification, alterationsublease, condition, replacementmaintenance, repair, substitution, sale, or return or other disposition pursuant to this Agreement of the Aircraft including, without limitation, Equipment or any violation part thereof or any accident in connection with any Equipment on or after the date of law relating to the Aircraft this Agreement (including environmental laws), without limitation latent or other defects, whether or not discoverable, strict tort liability and any claim claims for patent, trademark or copyright infringement; (D) the offer or sale of any interest in the Trust Estate or the Trust Agreement or any similar interest on or prior to the Delivery Date (including any violation of securities laws or ERISA); or (E) the offer or sale of any interest in the Equipment Notes or the Pass Through Certificates (or other evidence of the debt relating to the Aircraft) on the Delivery Date or in connection with a refinancing in accordance with the terms hereof (including any violation of securities laws or ERISA); provided, that but the foregoing indemnity shall not extend to an any Liabilities of any Indemnitee with respect to any Expense to the extent such Expense is attributable to one or more of the following: (1i) any representation or warranty by such Indemnitee in the Operative Documents or the Pass Through Documents being incorrect, or (2) the failure by such Indemnitee to perform or observe any of its agreements, covenants or conditions in any of the Operative Documents or the Pass Through Documents, or (3) resulting from the willful misconduct or the gross negligence of such Indemnitee, or (4ii) (A) in the case of any Indemnitee, the offer, sale or other disposition (voluntary or involuntary) by such Indemnitee of all or any part of its interest in the Airframe or any Engine (other than during the continuance of a Lease Event of Default or pursuant to and in accordance with Sections 9, 10, 15 or 19 of the Lease), (B) in the case of a Note Holder, the offer, sale or other disposition (voluntary or involuntary) by such Note Holder of all or any part of its interest in any Equipment Note or (C) in the case of any Indemnitee, the offer, sale or other disposition by such Indemnitee of all or any part of such Indemnitee's interest in the Operative Documents, or (5) any Tax (other than taxes under ERISA or Section 4975 of the Code that are not excluded from the foregoing indemnity by reason of clause 18 below) whether or not Lessee is required to indemnify for such Tax pursuant to Section 6(b) hereof (it being understood that Section 6(b) hereof and the Tax Indemnity Agreement exclusively provide for Lessee's liability with respect to Taxes), or (6) in the case of the Owner Participant, the offer or sale by the Owner Participant after the Delivery Date of any interest in the Trust Estate or the Trust Agreement or any similar interest except during the continuance of an Event of Default so long as such disposition is made in accordance with Section 7(k), or (7) in the case of the Owner Trustee in its individual and trust capacities, and the Affiliates, successors and assigns thereof, a failure on the part of the Owner Trustee to distribute in accordance with the Trust Agreement any amounts distributable by it thereunder, or (8) in the case of the Indenture Trustee in its individual and trust capacities, failure on the part of the Indenture Trustee to distribute in accordance with the Trust Indenture any amounts distributable by it thereunder, or (9) in the case of any Pass Through Trustee, failure on the part of such Pass Through Trustee or the Subordination Agent to distribute in accordance with the Intercreditor Agreement and the Pass Through Trust Agreement amounts received and distributable thereunder, or (10) the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to any of the Operative Documents which amendments, supplements, waivers or consents (a) are not or were not requested by Lessee or (b) are not occasioned by a specific requirement of the Operative Documents, or (11) except to the extent fairly solely attributable to acts or events occurring during not attributable to Buyer that occur prior to the Term Effective Date of this Agreement or actions taken (or required to be taken and not taken) during the Term, actions taken (or required to be taken and not taken) or events occurring after the earlier of: (I) the return of possession of the Aircraft Equipment has been redelivered to the Owner Trustee or its designee pursuant to Seller in accordance with all the terms of the Lease (other than pursuant to this Agreement and in accordance Buyer has fully complied with Section 15 thereof, in which case Lessee's liability under this Section 6(c) shall survive for so long as Lessor shall be entitled to exercise remedies under such Section 15), (II) the termination all provisions of the Term in accordance with Section 9 of the Lease, (III) the payment by Lessee of all amounts required to be paid under the Lease following an Event of Loss or (IV) termination of the Lease and payment by Lessee of all amounts required to be paid by Lessee pursuant to the terms of the Operative Documents or (12) any amount which any Indemnitee expressly agrees to pay under any Operative Document or any amount which is expressly stated to be an Expense that is not reimbursable by Lessee under the Operative Documents, or (13) any amount that is an ordinary and usual operating or overhead expense of any Indemnitee (it being understood out-of-pocket expenses payable to third parties do not constitute "ordinary and usual operating and overhead expenses"), or (14) any amounts relating to the deregistration with the FAA of the Aircraft as a result of the Owner Participant or the Owner Trustee, as the case may be, not being a Citizen of the United States or any other act or omission of the Owner Trustee, the Owner Participant or such Indemnitee, or (15) any amounts attributable to any Lien which such Indemnitee is required to remove pursuant to the terms of the Operative Documents or the Pass Through Documents, or (16) any loss of tax benefits or increases in tax liability whether or not the Lessee is required to indemnify an Indemnitee elsewhere in the Operative Documents, or (17) principal of, or interest or premium on the Equipment Notes, or (18) any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the purchase or holding of any Pass Through Certificate (i) over which purchase or holding the Owner Participant or any Affiliate thereof has discretion or control (other than in the capacity of a directed trustee or custodian), or (ii) by an employee benefit plan, within the meaning of Section 3(3) of ERISA, or individual retirement account or plan subject to Section 4975 of the Code with respect to which the Owner Participant (or any Affiliate thereof) has the power, directly or indirectly, to appoint or terminate, or to negotiate the terms of the management agreement with, the Person or Persons having discretion or control (other than in the capacity of a directed trustee or custodian), over such purchase or holding, or (19) without limiting any indemnification otherwise expressly provided under the Operative Documents, any amount payable under the Pass Through Documents (other than the Participation Agreement) to the extent not included in the definition of Supplemental Rent. Lessee's indemnity obligation to an Indemnitee under this Section 6(c) shall equal the amount which, after taking into account any Tax imposed upon the receipt or accrual of the amounts payable under this Section 6(c) and any tax benefits realized by such Indemnitee as a result of the accrual or payment of such Expense shall equal the amount of the Expense indemnifiable under this Section 6(c). If any Indemnitee shall realize a tax savings by reason of any Tax paid or indemnified by Lessee pursuant to this Section 6(c) (whether such tax savings shall be by means of a foreign tax credit, depreciation or cost recovery deduction or otherwise) and such savings is not otherwise taken into account in computing such payment or indemnity such Indemnitee shall pay to Lessee an amount equal to the lesser of (i) the amount of such tax savings, plus any additional tax savings recognized as the result of any payment made pursuant to this sentence, when, as if, and to the extent, realized or (ii) the amount of all payments pursuant to this Section 6(c) by Lessee to such Indemnitee (less any payments previously made by such Indemnitee to Lessee pursuant to this Section 6(c)) (and the excess, if any, of the amount described in clause (i) over the amount described in clause (ii) shall be carried forward and applied to reduce pro tanto any subsequent obligations of Lessee to make payments to such Indemnitee pursuant to this Section 6(c)). Nothing in this Section 6(c) shall be construed as a guaranty by Lessee of payments due pursuant to the Equipment Notes or of the residual value of the Aircraft. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Lessee; provided that the failure to give such notice shall not affect the obligations of Lessee hereunder except to the extent Lessee is prejudiced by such failure or the Lessee's indemnification obligations are increased as a result of such failure. If no Lease Event of Default shall have occurred and be continuing, Lessee shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, (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 best 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 Lessee's sole expense, to participate therein. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on, the Aircraft, the Trust Estate, the Trust Indenture Estate or any part thereof unless in such an event Lessee shall have posted a bond or other security satisfactory to the relevant Indemnitees in respect to such risk. The Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. The affected Indemnitee shall supply Lessee with such information reasonably requested by Lessee as is necessary or advisable for Lessee to control or participate in any proceeding to the extent permitted by this Section 6(c). Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified Agreement with respect to such Expense under this Section 6(c). The Lessee shall supply the Indemnitee with such information reasonably requested by the Indemnitee as is necessary or advisable for the Indemnitee to control or participate in any proceeding to the extent permitted by this Section 6(c). Upon payment of any Expense pursuant to this Section 6(c), Lessee, without any further action, shall be subrogated to any claims the Indemnitee may have relating thereto. The Indemnitee agrees to give such further assurances or agreements and to cooperate with Lessee to permit Lessee to pursue such claims, if any, to the extent reasonably requested by Lessee. If an Indemnitee is reimbursed, in whole or in part, with respect to any Expense paid by Lessee hereunder, it will promptly pay the amount refunded, including interest received thereto (but not an amount in excess of the amount Lessee or any of its insurers has paid in respect of such Expense pursuant to this Section 6(c)) over to Lessee. To the extent permitted by applicable law, interest at the Base Rate plus one percent (1.0%) shall be paid, on demand, on any amount or indemnity not paid when due pursuant to this Section 6 until the same shall be paid. Such interest shall be paid in the same manner as the unpaid amount in respect of which such interest is due. Any amount which is payable to Lessee by any Person pursuant to this Section 6 shall not be paid to Lessee if a Lease Event of Default has occurred and is continuing or if any payment is due and owing by Lessee to such Person under the Lease or any other Operative Document. Any such amount shall be held by such Person (the Lessee hereby granting a security interest in such amount to such Person) and, if a Lease Event of Default shall have occurred and be continuing, shall be applied against Lessee's obligations hereunder to such Person as and when due (and, to the extent that Lessee has no obligations hereunder to such Person, such amount shall be paid to Lessee). At such time as there shall not be continuing any such Lease Event of Default or there shall not be due and owing any such payment, such amount shall be paid to Lessee to the extent not previously applied in accordance with the immediately preceding sentenceredelivery.