OR
ARISING OUT OF OR ATTRIBUTABLE TO ONE OR MORE OF THE FOLLOWING: (A) ANY
REPRESENTATION OR WARRANTY BY SUCH INDEMNITEE IN THE OPERATIVE DOCUMENTS BEING
INCORRECT IN ANY MATERIAL RESPECT, OR (B) THE FAILURE BY SUCH INDEMNITEE TO
PERFORM OR OBSERVE ANY AGREEMENT, COVENANT OR 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 PROVISO 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 (C) THE WILLFUL
MISCONDUCT OF SUCH INDEMNITEE, OR (D) WITH RESPECT TO ANY INDEMNITEE, A
DISPOSITION BY SUCH INDEMNITEE OF ALL OR ANY PART OF SUCH INDEMNITEE'S INTEREST
IN THE ENGINE OR IN THE OPERATIVE DOCUMENTS OTHER THAN DURING THE CONTINUANCE OF
A DEFAULT OR AN EVENT OF DEFAULT UNDER THE LEASE, OR (E) EXCEPT TO THE EXTENT
RELATING TO THE PAYMENT OF ANY EXPENSES ON AN AFTER-TAX BASIS, ANY TAX WHETHER
OR NOT LESSEE IS REQUIRED TO INDEMNIFY FOR SUCH TAX PURSUANT TO
SECTION 29(B) HEREOF, OR (F) EXCEPT TO THE EXTENT FAIRLY ATTRIBUTABLE TO ACTS,
OMISSIONS OR EVENTS OCCURRING PRIOR THERETO, ACTS OR EVENTS WHICH OCCUR WITH
RESPECT TO THE ENGINE OR ANY PART AFTER THE RETURN OF PHYSICAL POSSESSION OF THE
ENGINE OR SUCH PART TO LESSOR PURSUANT TO THE TERMS OF THE 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 LESSEE DOCUMENTS ARE CONSUMMATED), ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, ACTIONS, SUITS,
OUT-OF-POCKET COSTS, EXPENSES AND DISBURSEMENTS OF WHATSOEVER KIND AND NATURE
IMPOSED ON, INCURRED BY OR ASSERTED AGAINST LESSOR PURSUANT TO ANY
INDEMNIFICATION OBLIGATIONS OF LESSOR UNDER ANY AGREEMENT WITH ANY OTHER PERSON
RELATING TO THE 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 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 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 Lessee Documents, an amount equal to the sum of (I) the
actual reduction in Taxes realized by such Indemnitee which is attributable to
such deduction or credit, and (II) the actual reduction in Taxes realized by
such Indemnitee as a result of any payment made by such Indemnitee pursuant