CONNECTION WITH THE PREPARATION FOR A DEFENSE OF, ANY
INVESTIGATION, LITIGATION OR PROCEEDING ARISING OUT OF, RELATED TO OR IN
CONNECTION WITH THE LOAN DOCUMENTS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN
OR THEREIN OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOAN, WHETHER OR
NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE BORROWER, ITS
DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON
OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED, EXCEPT TO THE EXTENT SUCH
CLAIM, DAMAGE, LOSS, LIABILITY OR EXPENSE (I) RESULTS FROM SUCH INDEMNIFIED
PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) ARISES BY REASON OF LAWS OR
GOVERNMENTAL REGULATIONS, ORDERS OR OTHER LEGAL REQUIREMENTS PERTAINING TO
SECURED LENDING BY SUCH INDEMNIFIED PARTY, (III) CONSISTS OF TAXES OR OTHER
TAXES (WHETHER OR NOT OTHERWISE INDEMNIFIED BY THE BORROWER), (IV) IS
ATTRIBUTABLE, IN THE CASE OF A PARTICULAR INDEMNIFIED PARTY, TO THE
INCORRECTNESS OF ANY REPRESENTATION OR WARRANTY OR THE BREACH OF ANY COVENANT OF
SUCH INDEMNIFIED PARTY IN THE LOAN DOCUMENTS, (V) IS ATTRIBUTABLE TO AMENDMENTS
TO THE LOAN DOCUMENTS NOT MADE IN ACCORDANCE WITH THE TERMS THEREOF, (VI)
CONSTITUTES AN ADMINISTRATIVE EXPENSE, (VII) ARISES BECAUSE OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT IN DISTRIBUTING FUNDS IN
ACCORDANCE WITH THE LOAN DOCUMENTS, (VIII) ARISES DUE TO A TRANSFER OR
DISPOSITION OF AN INDEMNIFIED PARTY'S INTEREST IN THE AIRCRAFT OR IN THE LOAN
DOCUMENTS OTHER THAN AS REQUIRED THEREIN OR FOLLOWING THE OCCURRENCE OF AN EVENT
OF DEFAULT OR (IX) RESULTS FROM ACTIONS OF AIRBUS OR AVSA IN THEIR RESPECTIVE
CAPACITIES AS MANUFACTURER AND SELLER OF THE AIRCRAFT.
(C)
IF (I) ANY PAYMENT OR PREPAYMENT OF PRINCIPAL OF THE LOAN IS MADE BY THE
BORROWER (OR ANY REPLACEMENT LENDER PURSUANT TO SECTION 2.16) TO OR FOR THE
ACCOUNT OF A LENDER OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD FOR THE
LOAN, AS A RESULT OF A PREPAYMENT PURSUANT TO SECTION 2.8, ACCELERATION PURSUANT
TO SECTION 6.1 OR FOR ANY OTHER REASON OR (II) THE LOAN IS CONVERTED FROM BEING
BASED ON THE EURODOLLAR RATE TO BEING BASED ON A SUBSTITUTE RATE PURSUANT TO
SECTION 2.10 OTHER THAN ON THE LAST DAY OF THE INTEREST PERIOD FOR THE LOAN, THE
BORROWER SHALL, UPON DEMAND BY SUCH LENDER (WITH A COPY OF SUCH DEMAND TO THE
AGENT), PAY TO THE AGENT FOR THE ACCOUNT OF SUCH LENDER ANY AMOUNTS REQUIRED TO
COMPENSATE SUCH LENDER FOR ANY ADDITIONAL LOSSES, COSTS OR EXPENSES THAT IT MAY
REASONABLY INCUR AND AS ARE SET FORTH IN REASONABLE DETAIL IN A
40
CERTIFICATE FURNISHED TO THE BORROWER WITHIN 90 DAYS AFTER THE INCURRENCE OF
SUCH LOSS, COST OR EXPENSE AS A RESULT OF SUCH PAYMENT OR CONVERSION (AS THE
CASE MAY BE), INCLUDING, WITHOUT LIMITATION, ANY LOSS (INCLUDING LOSS OF
ANTICIPATED PROFITS), COST OR EXPENSE INCURRED BY REASON OF THE LIQUIDATION OR
REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY