Common use of Certain Agreements Clause in Contracts

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "AirlineContinental" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") C thereto shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor. Each of Assignee and Mortgagee agree that, in the event it intends to sell, re-lease or otherwise dispose of one or more of the Engines to any Person, it will use reasonable efforts to ensure that such Person enters into a direct warranty agreement with Engine Manufacturer prior to delivery of such Engine or Engines to such Person.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement and the Engine Warranties including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties12, including without limitation Exhibit B (the "Product Assurance Document") and Exhibit C (the "Customer Support Document") of the Purchase Agreement shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor From and after the Merger Effective Date through the sixth anniversary thereof, Niagara Bancorp agrees to indemnify, defend and hold harmless each present and former director and officer of CNYF and its Subsidiaries determined as of the Closing Date (the "INDEMNIFIED PARTIES") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (with the approval of Niagara Bancorp, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at all times remain liable or prior to the Merger Effective Date (ia "CLAIM") in which an Indemnified Party is, or is threatened to Manufacturer be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of CNYF or any of its subsidiaries, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of CNYF are entitled under the Purchase Agreement to perform all DGCL, CNYF's certificate of incorporation and bylaws, or other applicable law as in effect on the duties date hereof (and obligations Niagara Bancorp shall pay expenses in advance of the "Buyer" thereunder and (ii) final disposition of any such action or proceeding to Engine Manufacturer each Indemnified Party to the extent permissible to a Delaware corporation under the General Terms Agreement DGCL and CNYF's certificate of incorporation and bylaws as in effect on the date hereof; PROVIDED, that the person to perform all whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such person is not entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the duties and obligations period described in the preceding sentence shall continue until the final disposition of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed,such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05(a), upon learning of any of Claim, shall promptly notify Niagara Bancorp, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Niagara Bancorp of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Niagara Bancorp In the event of any Claim, (1) Niagara Bancorp shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Niagara Bancorp elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Niagara Bancorp and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Niagara Bancorp shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that Niagara Bancorp shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (2) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(3) Niagara Bancorp shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event Niagara Bancorp or any Participant of is successors or assigns (1) consolidates with or merges into any other Person and shall have any obligation not continue or liability under the Purchase Agreement survive such consolidation or the General Terms Agreement by reason ofmerger, or arising out of(2) transfers or conveys all or substantially all of its properties and assets to any Person, this Assignment or then, and in each such case, to the extent necessary, proper provision shall be obligated to perform any made so that the successors and assigns of Niagara Bancorp assume the obligations set forth in this Section 5.05. (d) Niagara Bancorp shall maintain in effect for three years from the Closing Date, if available, the current directors' and officers' liability insurance policy maintained by CNYF (PROVIDED that Niagara Bancorp may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as prior to the sufficiency of any payment received by any of them Closing Date. In connection with the foregoing, CNYF and CSB each agrees to provide such insurer or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar substitute insurer with such representations as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case such insurer may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim reasonably request with respect to the Aircraft or other goods and services delivered or reporting of any prior claims. (e) The provisions of this Section 5.05 are intended to be delivered pursuant to for the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply tobenefit of, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "BuyerCustomer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement and the Engine Warranties including, without limitation, the Disclaimer and Release and the Exclusion of Liabilities Consequential and Other Damages provisions of Sections 12.1 through 12.4 Article 11 of Part 2 of Exhibit C and Article 12 and 8 to the Engine WarrantiesAGTA, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "BuyerCustomer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and the Exclusion of Liabilities Consequential and Other Damages provisions of Sections 12.1 through 12.4 12.3 of Article 12 Exhibit C to the AGTA and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor.

Certain Agreements. It is expressly agreed (A) Lessee further agrees that, with respect ------------------ to any payment or indemnity to an Indemnitee under Section 21(b) hereof or a Tax Indemnitee under this Section 21(a), and notwithstanding subparagraphs 21(a)(ii)(A) and 21(a)(ii)(B) hereof, Lessee's indemnity obligations shall include any amount necessary to hold such Indemnitee or Tax Indemnitee harmless on an after-tax basis from all Taxes required to be paid by such Indemnitee or Tax Indemnitee with respect to such payment or indemnity (including any payments under this Section 21(a)(iii) under the laws of any Federal, state or local government or taxing authority in the United States. Notwithstanding anything herein contained to the contrary notwithstanding:contrary, Lessee may, at its own expense, deliver to Lessor an opinion of Lessee's Tax Counsel, in form and substance reasonably acceptable to Lessor, to the effect that there is a reasonable basis for taking the position that the payment of an indemnity hereunder does not constitute gross income to Lessor. In that event, Lessee will not include any amount with its indemnity payment described in this Section 21(a)(iii)(A) and Lessor will report the payment in a manner consistent with that position. Any denial, disallowance, or disqualification of such position will be treated as a Tax which Lessee is required to indemnify against pursuant to this Section 21(a). (aB) Assignor If any Indemnitee or Tax Indemnitee shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent realize a tax benefit as if this Assignment had not been executed, (b) the exercise by Assignee a result of any Claims or Taxes paid or indemnified against by Lessee under Section 21(b) hereof or this Section 21(a) (whether by way of the rights assigned hereunder shall not release Assignor from any deduction, credit, allocation or apportionment of its duties income or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement otherwise) (except to the extent that previously taken into account in computing the indemnity paid with respect to such exercise by Assignee Claims or Taxes), such Indemnitee or Tax Indemnitee shall constitute performance pay to Lessee the amount of such duties and obligationstax benefit plus any further tax savings such Indemnitee or Tax Indemnitee realizes as a result of the payment under this Section 21(a)(iii)(B); provided, and (chowever, that any subsequent loss of any tax -------- ------ benefit paid to Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with this Section 21(a). Any payment due to Lessee from Lessor pursuant to this Section 21(a)(iii)(B) except as provided shall be paid within 30 days in immediately available funds after the next sentencefiling of any return, none of Assigneereport, Mortgagee declaration or any Participant shall have any obligation or liability under the Purchase Agreement statement, or the General Terms Agreement making of any estimated tax payment reflecting the utilization by reason ofLessor of a tax deduction or other tax benefit attributable to any Tax or Claim paid or indemnified against by Lessee, or arising out of, this Assignment or the completion of a contest resulting in an obligation on the part of Lessor to make a payment to Lessee hereunder. Lessor shall not be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or pursuant to this section to the extent that the amount of such payment would exceed (i) the aggregate amount of all prior payments by Lessee to Lessor pursuant to Section 21(a), less (ii) the aggregate amount of all prior payments by Lessor to Lessee under this section, but any such excess shall be carried forward and reduce Lessee's obligations to make subsequent payments to Lessor pursuant to Section 21(a). Each Indemnitee or Tax Indemnitee shall in good faith use diligence in filing its tax returns and in dealing with taxing authorities to seek and claim any inquiry as such tax benefit and to minimize the sufficiency Taxes payable or indemnifiable by Lessee hereunder. (C) Any amount payable to any Tax Indemnitee pursuant to this Section 21(a) shall be paid within 30 days in immediately available funds after receipt of any payment received a written demand therefor from such Tax Indemnitee accompanied by documentary proof of the actual satisfaction of such Tax and a written statement describing in reasonable detail the Taxes which are subject of and basis for such indemnity and the computation of the amount so payable (Lessor and Lessee shall undertake a good faith effort to negotiate regarding the accuracy of such written statement, and if Lessee is not reasonably satisfied, such written statement shall, at Lessee's request, be verified by Coopers & Lybrand or other independent accountants chosen by Lessee and reasonably acceptable to such Tax Indemnitee and the expense of such accountants shall be shared equally by Lessee and Lessor). (D) If a written claim is made by any of them or to present or file taxing authority against any claim or to take any other action to collect or enforce any claim Tax Indemnitee for any Taxes which Lessee is required to pay or indemnify against pursuant to this Section 21, such Tax Indemnitee shall promptly notify the Lessee in writing. If requested by the Lessee in writing, such Tax Indemnitee shall in good faith diligently contest (including pursuing all judicial appeals) in the name of such Tax Indemnitee or, if requested by Lessee and permitted by law, contest in the name of Lessee (or permit Lessee, if requested by Lessee, to contest in the name of Lessee or such Tax Indemnitee) the validity, applicability and amount of such Taxes by (1) resisting payment assigned hereunder. Anything contained in this Assignmentthereof, (2) not paying the Consent same except under protest, if protest is necessary and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warrantiesproper, or (3) if payment shall be made, seeking a refund thereof in making any claim appropriate administrative and judicial proceedings; provided that prior to taking such action Lessee shall have agreed to indemnify such Tax Indemnitee in a satisfactory manner for all out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warrantiescontesting such claim, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer all reasonable legal, accountants' and Release investigatory fees and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee disbursements. Any Tax Indemnitee may elect not to contest pursuant to the same extent preceding sentence, but such election shall constitute a waiver by such Tax Indemnitee of any right to indemnification pursuant to this Section 21(a) with respect to the Taxes which were the subject of such proposed contest and, if Lessee has theretofore provided such Tax Indemnitee with any funds with respect to such amount or has itself paid such amounts, such Tax Indemnitee shall promptly pay or repay such funds to Lessee. If any Tax Indemnitee shall obtain a refund of all or any part of any Taxes which Lessee shall have paid for such Tax Indemnitee or for which Lessee shall have reimbursed such Tax Indemnitee, such Tax Indemnitee shall pay to the Lessee the amount of such refund (up to the amount provided in the third sentence of Section 21(a)(iii)(B), but any excess shall be carried forward as Assignorprovided in that sentence), plus any interest received on such refund fairly attributable to any Taxes paid by Lessee to or for such Tax Indemnitee prior to the receipt of such refund plus the amount of any net tax benefit realized by such Tax Indemnitee as the result of the payment thereof; provided, however, that any subsequent loss of any refund paid to -------- Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with this Section 21(a). (E) Each Tax Indemnitee shall be responsible for filing any reports or returns that are required to be made by it with respect to any Tax for which Lessee is obligated to indemnify against hereunder. Lessee shall have no obligation to make any payment to a Tax Indemnitee unless and until satisfactory proof of the satisfaction of such Tax filing is provided.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor For a period of six years from the Merger Effective Time, and to the fullest extent permitted by law, EBSB agrees to indemnify, defend and hold harmless each present and former director and officer of MWCB (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities, judgments or amounts paid in settlement (with the approval of EBSB, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at all times remain liable or prior to the Merger Effective Time (ia “Claim”) in which an Indemnified Party is, or is threatened to Manufacturer be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of MWCB regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of MWCB are entitled under Massachusetts law, or the Purchase Agreement to perform all MWCB articles of organization and bylaws, or other applicable law as in effect on the duties date hereof (and obligations EBSB shall pay expenses in advance of the "Buyer" thereunder and (ii) final disposition of any such action or proceeding to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case Indemnified Party to the same maximum extent as permissible by law, or MWCB’ charters and bylaws; provided, that the person to whom expenses are advanced provides an undertaking to repay such expenses if this Assignment had it is ultimately determined by a Regulatory Authority or by a court of competent jurisdiction that such person is not been executed,entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05, upon learning of any of Claim, shall promptly notify EBSB, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve EBSB of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices EBSB. In the event of any Claim, (i) EBSB shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee the Indemnified Party in connection with the defense thereof, except that, if EBSB elects not to assume such defense or counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between EBSB and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to them, and EBSB shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Party promptly as statements therefor are received, provided further that EBSB shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(iii) EBSB shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event EBSB or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties successors or assigns (i) consolidates with or merges into any other Person and shall not continue or survive such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of EBSB assume the obligations under the Purchase Agreement, the General Terms Agreement or set forth in this Assignment, Assignee and Mortgagee confirm Section 5.05. (d) The provisions of this Section 5.05 are intended to be for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply toof, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It The Borrower will not become or be a party to any agreement or instrument relating to Indebtedness for borrowed money (other than agreements and instruments relating to Indebtedness for borrowed money in an aggregate principal amount not exceeding $15,000,000 (individually or in the aggregate with respect to such agreements and instruments) at any time outstanding and other than (with respect to debt securities offered and sold in a public offering in a principal amount not exceeding $500,000,000 ($175,000,000 of which is expressly agreed thatoutstanding under the Borrower's Trust Preferred)) the Indenture between the Borrower and Harrxx Xxxst and Savings Bank, anything herein contained as Trustee, as amended and supplemented from time to time (the "Indenture"), filed as an exhibit to the contrary notwithstanding: Borrower's Registration Statement on Form S-3 (aregistration no. 33-61809)) Assignor which contains any covenant or event of default which could result in such Indebtedness becoming or being declared to be due and payable prior to its stated maturity (including by a requirement for purchase or prepayment) upon the occurrence of an event or condition which is not an event or condition the occurrence of which could cause the Loans to become or be declared to be (other than pursuant to Section 7.01(f) hereto) due and payable prior to their stated maturity, unless the Borrower shall at all times remain liable make an "Amendment Offer" (as hereinafter defined); provided that this covenant shall not be violated by (i) an agreement to Manufacturer under pay the Purchase Agreement principal of and interest on such Indebtedness in accordance with its terms or to perform all provide to the duties and obligations holders of such Indebtedness or an agent or trustee for such holders any information which the "Buyer" thereunder and Borrower is obligated to provide to the Lender or an Agent hereunder or (ii) any agreement or instrument relating to Engine Manufacturer under Indebtedness on account of Capitalized Lease or secured by Purchase Money Security Interest, any covenant or event of default of which principally relates to the General Terms Agreement to perform all the duties and obligations use, condition or disposition of the property financed or acquired or constructed with such Indebtedness. As used herein, an "AirlineAmendment Offer" thereunder, in each case is an effective offer by the Borrower to the same extent as Administrative Agent to amend this Agreement, which offer shall be made no later than ten days after the Borrower becoming party to an agreement or instrument referred to in 57 66 the first sentence of this Section 6.10, to amend this Agreement (without deleting or overriding any term or provision of this Section 6.10) in a way that the first sentence of this Section would not otherwise be applicable to such agreement or instrument. The Administrative Agent, if this Assignment had not been executed, (b) so instructed by the exercise by Assignee of any of the rights assigned hereunder Required Lenders, shall not release Assignor from any of its duties accept or obligations decline such Amendment Offer within thirty days thereof, and a failure to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee so respond shall constitute performance be deemed a declination of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as AssignorAmendment Offer.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor From and after the Merger Effective Date, Northwest Bancorp and Northwest Savings Bank, jointly and severally shall to the fullest extent permitted under applicable law, agree to indemnify, defend and hold harmless each present and former director and/or officer of Prestige Bancorp and Prestige Bank as of the Merger Effective Date (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (with the approval of Northwest Bancorp, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at all times remain liable or prior to the Merger Effective Date (ia "Claim") in which an Indemnified Party is, or is threatened to Manufacturer be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such Indemnified Party is or was a director or officer of Prestige Bancorp or Prestige Bank, regardless of whether such Claim is asserted or claimed prior to, at or after the Merger Effective Date, to the fullest extent to which directors and officers of Prestige Bancorp are entitled under the Purchase Agreement to perform all PBCA, Prestige Bancorp's articles of incorporation and bylaws, or other applicable law as in effect on the duties date hereof (and obligations Northwest Bancorp shall pay expenses in advance of the "Buyer" thereunder and (ii) final disposition of any such action or proceeding to Engine Manufacturer each Indemnified Party to the extent permissible to a Pennsylvania corporation under the General Terms Agreement PBCA and Prestige Bancorp's articles of incorporation and bylaws as in effect on the date hereof; provided, that the Indemnified Party to perform all whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party is not entitled to indemnification). All rights to indemnification in respect of a Claim shall continue until the duties and obligations final disposition of the "Airline" thereunder, in each case to the same extent as such Claim. No indemnification shall be required under this Section 5.05(a) if this Assignment had not been executed,prohibited by applicable law. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05(a), upon learning of any of Claim, shall promptly notify Northwest Bancorp, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Northwest Bancorp of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Northwest Bancorp. In the event of any Claim, (1) Northwest Bancorp shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Party for any legal expenses of other legal counsel or any other expenses subsequently incurred by Assignee such Indemnified Party in connection with the defense thereof, except that, if Northwest Bancorp elects not to assume such defense or counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between Northwest Bancorp and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to him, and Northwest Bancorp shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Party promptly as statements therefore are received, provided further that Northwest Bancorp shall in all Claims be obligated pursuant to this Section 5.05(b) to pay for only one firm of counsel for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same allegations or circumstances, (2) the Indemnified Party will cooperate in the defense of any such Claim and obligations, and(3) Northwest Bancorp shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event Northwest Bancorp or any Participant of is successors or assigns (1) consolidates with or merges into any other Person and shall have any obligation not continue or liability under the Purchase Agreement survive such consolidation or the General Terms Agreement by reason ofmerger, or arising out of(2) transfers or conveys all or substantially all of its properties and assets to any Person, this Assignment or then, and in each such case, to the extent necessary, proper provision shall be obligated to perform any made so that the successors and assigns of Northwest Bancorp assume the obligations set forth in this Section 5.05. (d) Northwest Bancorp shall maintain in effect for three (3) years from the Merger Effective Date, the current directors' and officers' liability insurance policy maintained by Prestige Bancorp (provided that Northwest Bancorp may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as prior to the sufficiency of any payment received by any of them Merger Effective Date. In connection with the foregoing, Prestige Bancorp agrees to provide such insurer or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar substitute insurer with such representations as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case such insurer may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim reasonably request with respect to the Aircraft or other goods and services delivered or reporting of any prior claims. (e) The provisions of this Section 5.05 are intended to be delivered pursuant to for the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply tobenefit of, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "AirlineContinental" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such PURCHASE AGREEMENT AND ENGINE WARRANTIES ASSIGNMENT ROLLS PAGE 5 342 exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") C thereto shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor. Each of Assignee and Mortgagee agree that, in the event it intends to sell, re-lease or otherwise dispose of one or more of the Engines to any Person, it will use reasonable efforts to ensure that such Person enters into a direct warranty agreement with Engine Manufacturer prior to delivery of such Engine or Engines to such Person.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor The parties acknowledge that nothing in the Services Agreement, dated as of the date of the Prior Agreement (the "Services Agreement"), among BMC, the General Partner and the Company shall at all times remain liable (i) be deemed to Manufacturer enlarge the obligation of the Partnership to reimburse BMC or the General Partner under the Purchase Master Partnership Agreement to perform all or the duties and obligations obligation of the "Buyer" thereunder and (ii) Operating Partnerships to Engine Manufacturer reimburse the General Partner under the Operating Partnership Agreements. Furthermore, the Partnership and the Operating Partnerships shall have no obligation to reimburse BMC or the General Terms Agreement Partner for the amounts paid to perform all the duties and obligations Company pursuant to Article V of the "Airline" thereunderServices Agreement unless such amounts were paid as reimbursement for costs and expenses for which BMC or the General Partner would be entitled to reimbursement under the Master Partnership Agreement or the Operating Partnership Agreements, in each case as such agreements have been modified by the terms hereof, if BMC or the General Partner had incurred such costs and expenses directly. In addition, the Partnership and the Operating Partnerships shall have no obligation to reimburse BMC or the General Partner for amounts paid to the same extent Company pursuant to Article VI of the Services Agreement unless such amounts were paid as indemnification for damages and expenses for which BMC or the General Partner would be entitled to indemnification under the Master Partnership Agreement or the Operating Partnership Agreements if this Assignment BMC or the General Partner had not been executed,incurred such damages or expenses directly. (b) the exercise by Assignee of any The Partnership and each of the rights assigned hereunder shall not release Assignor from Operating Partnerships waive, as of the date of the Prior Agreement, any right of its duties offset or obligations to Manufacturer under the Purchase Agreement counterclaim or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall similar right it may have any obligation or liability under the Purchase Agreement against BMC or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated Partner with respect to perform any of the their respective obligations or duties of Assignor under the Purchase Agreement to reimburse BMC or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the EnginesPartner, as the case may be, in exercising any rights under for contributions to the Purchase Agreement ESOP pursuant to Section 2.02 hereof. (c) The parties acknowledge that the Partnership and the Operating Partnerships are not obligated to reimburse BMC or the Engine WarrantiesGeneral Partner if any tax is owed by Glenmoor, BMC or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered General Partner pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions Section 83 of the Purchase Agreement including, without limitation, Internal Revenue Code as a result of the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as AssignorRestructuring.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) From and after the Company Merger Effective Date through the third anniversary thereof, Pocahontas Bancorp agrees to Manufacturer under the Purchase Agreement to perform all the duties indemnify, defend and obligations hold harmless each present and former director and officer of NARK and its Subsidiaries determined as of the Closing Date (the "Buyer" thereunder Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (iiwith the approval of Pocahontas Bancorp, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at or prior to Engine Manufacturer the Company Merger Effective Date, including, without limitation, the transactions contemplated hereby (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of NARK or any of its Subsidiaries, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of NARK are entitled under the General Terms Agreement to perform all the duties NARK's charter and obligations bylaws (and Pocahontas Bancorp shall pay expenses in advance of the "Airline" thereunder, in final disposition of any such action or proceeding to each case Indemnified Party to the same extent permissible under applicable law and NARK's charter and bylaws as in effect on the date hereof; provided, that the person to whom expenses are advanced provides an undertaking to repay such expenses if this Assignment had it is ultimately determined that such person is not been executed,entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05(a) hereof, upon learning of any of Claim, shall promptly notify Pocahontas Bancorp, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Pocahontas Bancorp of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Pocahontas Bancorp. In the event of any Claim, (1) Pocahontas Bancorp shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Pocahontas Bancorp elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Pocahontas Bancorp and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Pocahontas Bancorp shall constitute performance pay all reasonable fees and expenses of such duties and obligationscounsel for the Indemnified Parties promptly as statements therefor are received, and provided further that Pocahontas Bancorp shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction, unless counsel for any Indemnified Party advises in writing that there are substantive issues which raise conflicts of interest between the Indemnified Parties, (c2) except as provided the Indemnified Parties will cooperate in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency defense of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim such Claim and (3) Pocahontas Bancorp shall not be liable for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but settlement effected without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to prior written consent (which consent shall not unreasonably be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignorwithheld).

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "BuyerCustomer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and the Exclusion of Liabilities Consequential and Other Damages provisions of Sections 12.1 through 12.4 12.3 of Article 12 Exhibit C to the AGTA and the Engine Warranties, including without limitation Exhibit B (to the "Product Assurance Document") General Terms Agreement shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignor.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor For a period of six years from and after the Merger Effective Date, Provident Bank shall at all times remain liable to the fullest extent permitted to it under applicable law indemnify, defend and hold harmless each present and former director and officer of NBF (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (iiwith the prior written approval of Provident Bank, which approval shall not be unreasonably withheld) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations or in connection with any claim, action, suit, proceeding or investigation arising out of the "Airline" thereunder, in each case matters existing or occurring at or prior to the same Merger Effective Date (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of NBF, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent as if this Assignment had not to which directors and officers of NBF would have been executed,entitled under NBF's articles of association and applicable federal law and the regulations. All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05, upon learning of any of Claim, shall promptly notify Provident Bank, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Provident Bank of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure prejudices Provident Bank. In the event of any Claim, (i) Provident Bank shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Provident Bank elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Provident Bank and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Provident Bank shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that Provident Bank shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(iii) Provident Bank shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event Provident Bank or any Participant of is successors or assigns (i) consolidates with or merges into any other Person and shall have any obligation not continue or liability under the Purchase Agreement survive such consolidation or the General Terms Agreement by reason ofmerger, or arising out of(ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Provident Bank assume the obligations set forth in this Assignment Section 5.05. (d) Provident Bank shall maintain in effect for three years from the Closing Date, if available, the current directors' and officers' liability insurance policy maintained by NBF (provided that Provident Bank may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or prior to the Closing Date, provided, however, that in no event shall Provident Bank be obligated required to perform any expend pursuant to this Section 5.05(d) more than the amount equal to 150% of the obligations current annual amount expended by NBF to maintain or duties of Assignor under procure insurance coverage pursuant hereto (which amount, if applicable, shall be used to maintain the Purchase Agreement directors' and officers' liability insurance policy for such period less than three years as is available for such payment). In connection with the foregoing, NBF agrees to provide such insurer or the General Terms Agreement or to make any payment thereunder or to make any inquiry substitute insurer with such representations as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case such insurer may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim reasonably request with respect to the Aircraft reporting of any prior claims. NBF DISCLOSURE SCHEDULE 5.05(d) sets forth all claims made or other goods and services delivered or notices provided to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 NBF's present insurers and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee extent to the same extent as Assignorwhich any present insurance coverage has been impaired due to either defense expense or settlements.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under Each Cash Management Bank and Hedge Bank that is the Purchase Agreement to perform all the duties and obligations holder of any of the "Buyer" thereunder Guaranteed Obligations shall have the right individually to enforce the Guaranty and (ii) to Engine Manufacturer exercise any powers, rights and remedies under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed,Article XII. (b) Notwithstanding anything to the exercise contrary set forth in this Article XII, by Assignee of any acceptance of the rights assigned hereunder shall not release Assignor from any of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason benefits of, or arising out ofclaiming any rights under, this Assignment or be obligated to perform any the Guaranty, each of the obligations or duties of Assignor under Cash Management Banks, the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency Hedge Banks and other holders of any payment received by Guaranteed Obligations shall be deemed to have irrevocably agreed and acknowledged that (i) the Administrative Agent shall not have any of them obligations, responsibilities or duties, expressed or implied, whatsoever to present any Cash Management Bank, any Hedge Bank or file any claim or to take any other action to collect or enforce holder of any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim Guarantee Obligations with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to Guaranty, the Purchase Agreement Guaranteed Obligations, the Guaranteed Cash Management Agreements or the Engine WarrantiesGuaranteed Hedge Agreements and, without limiting the foregoing, the terms and conditions Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, any of the Purchase Agreement includingGuaranteed Obligations, without limitation(ii) the Cash Management Banks, the Disclaimer and Release and Exclusion Hedge Banks or any other holders of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warrantiesany Guaranteed Obligations (in each case, including without limitation Exhibit B (the "Product Assurance Document"in its capacity as such) shall apply have no right to, and be binding uponshall not, Assignee direct or require the Administrative Agent to take any action (or to refrain from taking any action) under this Article XII or otherwise under or with respect to this Agreement or any other Loan Document, including any action by the Administrative Agent to enforce any provisions of this Article XII against the Borrower or any other provision of this Agreement or any other Loan Document against any Loan Party, and Mortgagee none of the Cash Management Banks, the Hedge Banks or any other holders of any Guaranteed Obligations (in each case, each in its capacity as such) shall not take any action, or commence any Proceeding, seeking to require, compel or cause the same extent Administrative Agent to take any such action (or to refrain from taking any such action) and (iii) the Cash Management Banks, the Hedge Banks or any other holders of any Guaranteed Obligations (in each case, in its capacity as Assignorsuch) shall have no right to vote on any amendment, waiver or consent under this Agreement or any other Loan Document or to receive any notice with respect thereto.

Certain Agreements. It is expressly agreed that, anything herein contained to Each Buyer agrees with the contrary notwithstandingSeller as follows: (a) Assignor Each Buyer acknowledges that the Seller is presently in negotiations with respect to a merger with a publicly traded U.S. company. If the Seller’s Board of Directors shall at approve such merger, then each Buyer agrees to vote all times remain liable (i) to Manufacturer under of its Securities in favor of such merger, all on terms and conditions as approved by the Purchase Agreement to perform all the duties and obligations Board of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed,Directors. (b) Each Buyer agrees that prior to the effectiveness of a Registration Statement, as contemplated by the Registration Rights Agreement, Buyer shall not sell, transfer, assign or pledge any Common Stock, Warrants or shares issued upon exercise by Assignee of any of the rights assigned hereunder shall not release Assignor from Warrants or any of its duties or obligations to Manufacturer rights under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase this Agreement or the General Terms Registration Rights Agreement, without the Seller’s prior written consent, which may be granted or withheld in the Seller’s absolute discretion, provided, however, that the Seller’s consent shall not be unreasonably withheld in the case of sales, transfers, assignments or pledges in favor of an immediate family member of a Buyer who is a natural person (including, trusts in favor of such persons) or if the Buyer is a legal entity, in favor of an entity controlled by or under common control with such legal entity, provided, further, however, that if the Seller shall so grant its consent, that the Seller shall receive a counterpart signature page to this Agreement by reason ofagreeing to be bound hereby (including, the Appendices and Exhibits hereto) and such other items and opinions as the Seller shall reasonably request. A change of control of a Buyer that is a legal entity (whether as a result of transfer of equity or arising out of, this Assignment or be obligated to perform any as a result of the obligations or duties change of Assignor a majority of its directors) shall be deemed a transfer pursuant to this clause. A Buyer’s right as a Purchaser under the Purchase Registration Rights Agreement or the General Terms Agreement or (as such term is defined therein) may only be transferred to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered a transferee permitted pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as Assignorthis Section.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) From and after the Company Merger Effective Date through the third anniversary thereof, Pocahontas Bancorp agrees to Manufacturer under the Purchase Agreement to perform all the duties indemnify, defend and obligations hold harmless each present and former director and officer of Marked Tree Bancshares and its Subsidiaries determined as of the Closing Date (the "Buyer" thereunder Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (iiwith the approval of Pocahontas Bancorp, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at or prior to Engine Manufacturer the Company Merger Effective Date, including, without limitation, the transactions contemplated hereby (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of Marked Tree Bancshares or any of its Subsidiaries, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of Marked Tree Bancshares are entitled under the General Terms Agreement to perform all the duties Marked Tree Bancshares' articles of incorporation and obligations bylaws and applicable federal and state law (and Pocahontas Bancorp shall pay expenses in advance of the "Airline" thereunder, in final disposition of any such action or proceeding to each case Indemnified Party to the same extent permissible under applicable law and Marked Tree Bancshares' articles of incorporation and bylaws as in effect on the date hereof; provided, that the person to whom expenses are advanced provides an undertaking to repay such expenses if this Assignment had it is ultimately determined that such person is not been executed,entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05(a) hereof, upon learning of any of Claim, shall promptly notify Pocahontas Bancorp, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Pocahontas Bancorp of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Pocahontas Bancorp. In the event of any Claim, (1) Pocahontas Bancorp shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Pocahontas Bancorp elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Pocahontas Bancorp and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Pocahontas Bancorp shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that Pocahontas Bancorp shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction, unless counsel for any Indemnified Party advises in writing that there are substantive issues which raise conflicts of interest between the Indemnified Parties, (2) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(3) Pocahontas Bancorp shall not be liable for any settlement effected without its prior written consent. (c) except Pocahontas Bancorp shall use its best efforts to cause the persons serving as provided in the next sentence, none officers and directors of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as Marked Tree Bancshares immediately prior to the sufficiency Company Merger Effective Date to be covered for a period of any payment received six years from the Company Merger Effective Date by any the directors' and officers' liability insurance policy maintained by Marked Tree Bancshares (provided that Pocahontas Bancorp may substitute therefor policies of them at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) with respect to acts or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement omissions occurring prior to the contrary notwithstanding, but without Company Merger Effective Date that were committed by such officers and directors in any way releasing Assignor from their capacity as such. (d) In the event Pocahontas Bancorp or any of its duties successors or assigns (1) consolidates with or merges into any other Person and shall not continue or survive such consolidation or merger, or (2) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Pocahontas Bancorp assume the obligations under the Purchase Agreement, the General Terms Agreement or set forth in this Assignment, Assignee and Mortgagee confirm Section 5.05. (e) The provisions of this Section 5.05 are intended to be for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply toof, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed thatAs provided in each Xxxx of Sale, anything herein contained the Lessee shall have assigned all Warranties to the contrary notwithstanding: (a) Assignor shall at all times remain liable (i) to Manufacturer under the Purchase Agreement to perform all the duties and obligations Lessor as of the "Buyer" thereunder related Funding Date. The Lessor hereby authorizes the Lessee, at the Lessee’s expense, so long as an Event of Default shall not have occurred and (ii) be continuing, to Engine Manufacturer under assert any and all claims, and to prosecute any and all suits, actions and proceedings, in its own name or in the General Terms Agreement to perform all the duties and obligations name of the "Airline" thereunderLessor or the Nominee on behalf of the Lessor (provided that the indemnities under Sections 5.1 and 5.2 of the Participation Agreement shall apply thereto), at the Lessee’s expense, and to receive any amounts payable to the Lessor or to the Nominee, in each case respect of any warranties or undertakings, express or implied, relating to the same extent as if this Assignment had not been executed, (b) the exercise by Assignee of any of the rights assigned hereunder shall not release Assignor Vehicles from any Manufacturer, or any contractor or subcontractor (including any equipment or parts supplied therewith) (herein “Warranties”), provided that (x) after the occurrence of an Event of Default, such authorization shall terminate, and the Lessor may assert and enforce, at the Lessee’s sole cost and expense, such claims, suits, actions and proceedings, and (y) at the time the Lessee receives the proceeds of any such claims, suits, actions and proceedings, and so long as no Event of Default shall have occurred and be continuing, the Lessee is authorized to retain all such proceeds subject to the Lessee’s continued compliance with its duties maintenance and repair obligations pursuant to Sections 7.4 and 14.3; it being the intention of the Lessor and the Lessee that all such proceeds be applied to the repair and maintenance of the Vehicle (or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under reimbursement of the General Terms Agreement except Lessee for the same) to the extent necessary to restore any diminution in value of the Vehicle which gave rise to such claims, suits, actions and proceedings. If an Event of Default exists at the time such proceeds are received by the Lessee, such proceeds shall be promptly paid over to the Lessor. The Lessor shall make reasonable efforts to cooperate with the Lessee in order to enable the Lessee to assert any such claim and prosecute any such suit, action or proceeding; provided, however, that such exercise by Assignee shall constitute performance of such duties the Lessor and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Owner Participant shall have any obligation or liability under be fully indemnified by the Purchase Agreement or the General Terms Agreement by reason ofLessee against all liabilities, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent costs and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warrantiesexpenses, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, attorneys’ fees and be binding upon, Assignee and Mortgagee to the same extent as Assignorexpenses incurred in connection therewith or resulting therefrom.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor shall at all times remain liable For a period of six (i6) years from and after the Closing Date, Bradford shall, to Manufacturer the fullest extent permitted to it under the Purchase Agreement to perform all the duties applicable law, indemnify, defend and obligations hold harmless each present and former director and officer of Parent (the "Buyer" thereunder Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (iiwith the prior written approval of Bradford, which approval shall not be unreasonably withheld) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations or in connection with any claim, action, suit, proceeding or investigation arising out of the "Airline" thereunder, in each case matters existing or occurring at or prior to the same Closing Date (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of Parent or any Parent Subsidiary, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent as if this Assignment had not to which directors and officers of Parent would have been executed,entitled under Parent's Charter and applicable law and regulations. All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under this Section 5.05, upon learning of any of Claim, shall promptly notify Bradford, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Bradford of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure prejudices Bradford. In the event of any Claim, (i) Bradford shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Bradford elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Bradford and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Bradford shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that Bradford shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(iii) Bradford shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event Bradford or any Participant of is successors or assigns (i) consolidates with or merges into any other Person and shall have any obligation not continue or liability under the Purchase Agreement survive such consolidation or the General Terms Agreement by reason ofmerger, or arising out of(ii) transfers or conveys all or substantially all of its properties and assets to any Person, this Assignment or then, and in each such case, to the extent necessary, proper provision shall be obligated to perform any made so that the successors and assigns of Bradford assume the obligations set forth in this Section 5.05. (d) Bradford shall maintain in effect for six (6) years from the Closing Date, the current directors' and officers' liability insurance policy maintained by Parent (provided that Bradford may substitute txxxxxxx xxxicies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as prior to the sufficiency of any payment received by any of them Closing Date. In connection with the foregoing, Parent agrees to provide such insurer or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar substitute insurer with such representations as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case such insurer may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim reasonably request with respect to the Aircraft reporting of any prior claims. DISCLOSURE SCHEDULE 5.05 sets forth all claims made or other goods notices provided to Parent's present insurers and services delivered the extent to which any present insurance coverage has been impaired due to either defense expense or settlements. (e) As soon as practicable following the execution of this Agreement, Bradford shall afford Parent the opportunity to review the proposed insurance policy to be delivered obtained by Bradford pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities Section 5.05(d). (f) The provisions of Sections 12.1 through 12.4 of Article 12 and this Section 5.05 are intended to be for the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply tobenefit of, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor The parties acknowledge that nothing in the Services Agreement (the "Services Agreement") of even date herewith among the General Partner, the Manager and the Company shall at all times remain liable (i) be deemed to Manufacturer enlarge the obligation of the Partnership to reimburse the General Partner under the Purchase Master Partnership Agreement to perform all or the duties and obligations obligation of the "Buyer" thereunder and (ii) Operating Partnerships to Engine Manufacturer reimburse the Manager under the Operating Partnership Agreements. Furthermore, the Partnership and the Operating Partnerships shall have no obligation to reimburse the General Terms Agreement Partner or the Manager for the amounts paid to perform all the duties and obligations Company pursuant to Article V of the "Airline" thereunderServices Agreement unless such amounts were paid as reimbursement for costs and expenses for which the General Partner or the Manager would be entitled to reimbursement under the Master Partnership Agreement or the Operating Partnership Agreements, in each case as such agreements are modified by the terms hereof, if the General Partner or the Manager had incurred such costs and expenses directly. In addition, the Partnership and the Operating Partnerships shall have no obligation to reimburse the General Partner or the Manager for amounts paid to the same extent Company pursuant to Article VI of the Services Agreement unless such amounts were paid as indemnification for damages and expenses for which the General Partner or the Manager would be entitled to indemnification under the Master Partnership Agreement or the Operating Partnership Agreements if this Assignment the General Partner or the Manager had not been executed,incurred such damages or expenses directly. (b) The Partnership and each of the exercise by Assignee Operating Partnerships hereby waive any right of offset or counterclaim or similar right it may have against the General Partner or the Manager (including, without limitation, as a result of any of Forfeiture Payment (as hereinafter defined) due from the rights assigned hereunder shall not release Assignor from any of its duties or General Partner and the Manager pursuant to Section 3.01), with respect to their respective obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under reimburse the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement Partner or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the EnginesManager, as the case may be, in exercising any rights under for contributions to the Purchase Agreement ESOP pursuant to Section 2.02 hereof. (c) The parties acknowledge that the Partnership and the Operating Partnerships are not obligated to reimburse the General Partner or the Engine WarrantiesManager if any tax is owed by BAC, the General Partner or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered Manager pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions Section 83 of the Purchase Agreement including, without limitation, Internal Revenue Code as a result of the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as AssignorRestructuring.

Certain Agreements. It is expressly agreed that, anything herein contained to (A) The Company agrees with the contrary notwithstandingDealer Manager as follows: (a) Assignor shall All representations and warranties of the Company and the Guarantor contained herein or in any certificate or writing delivered hereunder at all times remain liable (i) to Manufacturer under during the Purchase Agreement to perform Exchange Offer shall be true and correct in all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case to the same extent as if this Assignment had not been executed,material respects. (b) the exercise by Assignee of any Each of the rights assigned hereunder Company and the Guarantor at all times during the Exchange Offer shall not release Assignor from any have performed, in all material respects, all of its duties or obligations to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee shall constitute performance hereunder required as of such duties and obligations, andtime to have been performed by it. (c) except as provided For the period from the date of this Agreement up to and including the Closing Date, there shall not have occurred any Material Adverse Change, or any development that could reasonably be expected to result in a Material Adverse Change, from that set forth in the next sentenceOffering Documents that, none of Assigneein the Dealer Manager's judgment, Mortgagee makes it impracticable to market the New Notes or any Participant to consummate the Exchange Offer on the terms and in the manner contemplated in the Offering Documents. (B) The Company agrees that it shall not consummate the Exchange Offer unless the following conditions are satisfied or otherwise waived by the Dealer Manager: (a) On the Closing Date, the Dealer Manager shall have any obligation received a certificate, dated as of the Closing Date, signed by an executive officer of the Company and the Guarantor, confirming that no change or liability under development to the Purchase effect set forth in Section 6(A)(c) above and certifying that the representations and warranties of the Company and the Guarantor set forth in Section 5 of this Agreement or are true and correct as of the General Terms Agreement by reason ofClosing Date and that the Company and the Guarantor have complied with, or arising out ofreceived waivers from the Dealer Manager with respect to, this Assignment or be obligated to perform any all of the obligations agreements and satisfied all of the conditions contained herein on their part to be performed or duties satisfied hereunder on or before the Commencement Date and the Closing Date, as applicable. The officer signing and delivering such certificate may rely upon the best of Assignor under the Purchase Agreement his or the General Terms Agreement or to make any payment thereunder or to make any inquiry her knowledge as to any proceedings threatened. (b) On the sufficiency Closing Date the Dealer Manager shall have received the favorable opinion of any payment received by any Xxxxxxxxx Xxxxxxx, LLP, counsel for the Company and the Guarantor, dated as of them or the Closing Date, substantially in the form of Exhibit A. The opinion of Xxxxxxxxx Traurig, LLP shall be rendered to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignmentthe Dealer Manager at the request of the Company and shall so state therein. (c) On the Closing Date, the Consent and Agreement or Dealer Manager shall have received the Engine Consent and Agreement to the contrary notwithstandingfavorable opinion of Shearman & Sterling, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm counsel for the benefit of Manufacturer and Engine ManufacturerDealer Manager, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to such matters reasonably requested by the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine WarrantiesDealer Manager, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Dealer Manager shall have received such other documents and certificates as are reasonably requested by the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as AssignorDealer Manager or its counsel.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor For a period of six years from the Effective Time, and to the fullest extent permitted by law, Investors Bancorp agrees to indemnify, defend and hold harmless each present and former director and officer of each Gateway Party (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities, judgments or amounts paid in settlement (with the approval of Investors Bancorp, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at all times remain liable or prior to the Effective Time (ia “Claim”) in which an Indemnified Party is, or is threatened to Manufacturer under be made, a Party or a witness based in whole or in part on, or arising in whole or in part out of, the Purchase Agreement fact that such person is or was a director or officer of a Gateway Party, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to perform all the duties fullest extent to which directors and obligations officers of the "Buyer" thereunder Gateway Parties are entitled under Federal law, or its charter and bylaws, or other applicable law as in effect on the date hereof (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations Investors Bancorp shall pay expenses in advance of the "Airline" thereunder, in final disposition of any such action or proceeding to each case Indemnified Party to the same maximum extent as permissible by law, or the charters and bylaws of a Gateway Party; provided, that the person to whom expenses are advanced provides an undertaking to repay such expenses if this Assignment had it is ultimately determined by a Regulatory Authority or by a court of competent jurisdiction that such person is not been executed,entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the period described in the preceding sentence shall continue until the final disposition of such Claim. (b) the exercise by Assignee Any Indemnified Party wishing to claim indemnification under Section 5.05, upon learning of any of Claim, shall promptly notify Investors Bancorp, but the rights assigned hereunder failure to so notify shall not release Assignor from relieve Investors of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Investors. In the event of any Claim, (i) Investors Bancorp shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee the Indemnified Party in connection with the defense thereof, except that, if Investors Bancorp elects not to assume such defense or counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between Investors Bancorp and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to them, and Investors Bancorp shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Party promptly as statements therefor are received, and obligationsprovided further that Investors Bancorp shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties (unless counsel for an Indemnified Party has advised Investors Bancorp that there are issues which raise conflicts of interest between the Indemnified Parties that prevent such counsel form representing all Indemnified Parties and that therefore certain Indemnified Parties are retaining separate counsel, andthen Investors Bancorp shall pay for such separate counsel as well), (ii) the Indemnified Parties will cooperate in the defense of any such Claim and (iii) Investors shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) except as provided in In the next sentence, none of Assignee, Mortgagee event Investors Bancorp or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties successors or assigns (i) consolidates with or merges into any other Person and shall not continue or survive such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Investors Bancorp assume the obligations under set forth in this Section 5.05. (d) Investors Bancorp shall use its best efforts to maintain, or shall cause Investors Bank to maintain, in effect for six years following the Purchase AgreementEffective Time, the General Terms Agreement current directors’ and officers’ liability insurance policies covering the officers and directors of Gateway Financial (provided, that Investors Bancorp may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring at or prior to the Effective Time; provided, however, that in no event shall Investors Bancorp be required to expend pursuant to this Assignment, Assignee and Mortgagee confirm for Section 6.08(c) an amount that in the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions aggregate is more than 150% of the Purchase Agreement annual cost currently expended by Gateway Financial with respect to such insurance (the “Maximum Amount”); provided, further, that if the amount of the annual premium necessary to maintain or procure such insurance coverage exceeds the Engine Warranties relate Maximum Amount, Investors Bancorp shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for a premium equal to the Aircraft Maximum Amount. In connection with the foregoing, Gateway Financial agrees to provide such insurer or the Engines, substitute insurer with such reasonable and customary representations as the case such insurer may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim request with respect to the Aircraft or other goods and services delivered or reporting of any prior claims. (e) The provisions of this Section 5.05 are intended to be delivered pursuant to for the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply tobenefit of, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It is expressly agreed that, anything herein contained to the contrary notwithstanding: (a) Assignor Kearny shall maintain in effect for three years from the Merger Effective Date, if available, the current directors' and officers' liability insurance policy maintained by WEST ESSEX Bancorp (provided that Kearny may substitute therefor policies of at all times remain liable (ileast the same coverage containing terms and conditions which are not materially less favorable) with respect to Manufacturer under the Purchase Agreement to perform all the duties and obligations of the "Buyer" thereunder and (ii) to Engine Manufacturer under the General Terms Agreement to perform all the duties and obligations of the "Airline" thereunder, in each case matters occurring prior to the same extent Closing Date, provided such insurance coverage is available at a reasonable premium. In connection with the foregoing, WEST ESSEX Bancorp agrees to provide such insurer or substitute insurer with such representations as if this Assignment had not been executed,such insurer may request with respect to the reporting of any prior claims. (b) For a period of six years from the exercise by Assignee Merger Effective Date, Kearny agrees to indemnify, defend and hold harmless each present and former director and officer of WEST ESSEX determined as of the Closing Date (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities, judgments or amounts paid in settlement (with the approval of Kearny, which approval shall not be unreasonably withheld) or in connection with any claim, action, suit, proceeding or investigation arising out of matters existing or occurring at or prior to the Merger Effective Date (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of, the fact that such person is or was a director or officer of WEST ESSEX, regardless of whether such Claim is asserted or claimed prior to, at or after the Closing Date, to the fullest extent to which directors and officers of WEST ESSEX are entitled under Federal law, WEST ESSEX Bancorp's charter and bylaws, WEST ESSEX Bank's and WEST ESSEX MHC's charter and bylaws, or other applicable law as in effect on the date hereof (and Kearny shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the extent permissible to a Federal corporation or savings bank, or WEST ESSEX Bancorp's charter and bylaws; provided, that the person to whom expenses are advanced provides an undertaking to repay such expenses if it is ultimately determined that such person is not entitled to indemnification). All rights to indemnification in respect of a Claim asserted or made within the rights assigned hereunder period described in the preceding sentence shall continue until the final disposition of such Claim. (c) Any Indemnified Party wishing to claim indemnification under Section 5.05(b), upon learning of any Claim, shall promptly notify Kearny, but the failure to so notify shall not release Assignor from relieve Kearny of any of its duties or obligations liability it may have to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement such Indemnified Party except to the extent that such exercise failure materially prejudices Kearny. In the event of any Claim, (i) Kearny shall have the right to assume the defense thereof (with counsel reasonably satisfactory to the Indemnified Party) and shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by Assignee such Indemnified Parties in connection with the defense thereof, except that, if Kearny elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Kearny and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Kearny shall constitute performance pay all reasonable fees and expenses of such duties counsel for the Indemnified Parties promptly as statements therefor are received, provided further that Kearny shall in all cases be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties, (ii) the Indemnified Parties will cooperate in the defense of any such Claim and obligations, and(iii) Kearny shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (cd) except as provided in In the next sentence, none of Assignee, Mortgagee event Kearny or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties successors or assigns (i) consolidates with or merges into any other Person and shall not continue or survive such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Kearny assume the obligations under the Purchase Agreement, the General Terms Agreement or set forth in this Assignment, Assignee and Mortgagee confirm Section 5.05. (e) The provisions of this Section are intended to be for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply toof, and shall be binding uponenforceable by, Assignee each Indemnified Party and Mortgagee to the same extent as Assignorhis or her heirs and representatives.

Certain Agreements. It The Borrower will not become or be a party to any agreement or instrument relating to Indebtedness for borrowed money (other than agreements and instruments relating to Indebtedness for borrowed money in an aggregate principal amount not exceeding $15,000,000 (individually or in the aggregate with respect to such agreements and instruments) at any time outstanding and other than (with respect to debt securities offered and sold in a public offering in a principal amount not exceeding $500,000,000 ($175,000,000 of which is expressly agreed thatoutstanding under the Borrower's Trust Preferred)) the Indenture between the Borrower and Harrxx Xxxst and Savings Bank, anything herein contained as Trustee, as amended and supplemented from time to time (the "Indenture"), filed as an exhibit to the contrary notwithstanding: Borrower's Registration Statement on Form S-3 (aregistration no. 33-61809)) Assignor which contains any covenant or event of default which could result in such Indebtedness becoming or being declared to be due and payable prior to its stated maturity (including by a requirement for purchase or prepayment) upon the occurrence of an event or condition which is not an event or condition the occurrence of which could cause the Loans to become or be declared to be (other than pursuant to Section 7.01(f) hereto) due and payable prior to their stated maturity, unless the Borrower shall at all times remain liable make an "Amendment Offer" (as hereinafter defined); provided that this covenant shall not be violated by (i) an agreement to Manufacturer under pay the Purchase Agreement principal of and interest on such Indebtedness in accordance with its terms or to perform all provide to the duties and obligations holders of such Indebtedness or an agent or trustee for such holders any information which the "Buyer" thereunder and Borrower is obligated to provide to the Lender or an Agent hereunder or (ii) any agreement or instrument relating to Engine Manufacturer under Indebtedness on account of Capitalized Lease or secured by Purchase Money Security Interest, any covenant or event of default of which principally relates to the General Terms Agreement to perform all the duties and obligations use, condition or disposition of the property financed or acquired or constructed with such Indebtedness. As used herein, an "AirlineAmendment Offer" thereunder, in each case is an effective offer by the Borrower to the same extent as Administrative Agent to amend this Agreement, which offer shall be made no later than ten days after the Borrower becoming party to an agreement or instrument referred to in the first sentence of this Section 6.10, to amend this Agreement (without deleting or overriding any term or provision of this Section 6.10) in a way that the first sentence of this Section would not otherwise be applicable to such agreement or instrument. The Administrative Agent, if this Assignment had not been executed, (b) so instructed by the exercise by Assignee of any of the rights assigned hereunder Required Lenders, shall not release Assignor from any of its duties accept or obligations decline such Amendment Offer within thirty days thereof, and a failure to Manufacturer under the Purchase Agreement or to Engine Manufacturer under the General Terms Agreement except to the extent that such exercise by Assignee so respond shall constitute performance be deemed a declination of such duties and obligations, and (c) except as provided in the next sentence, none of Assignee, Mortgagee or any Participant shall have any obligation or liability under the Purchase Agreement or the General Terms Agreement by reason of, or arising out of, this Assignment or be obligated to perform any of the obligations or duties of Assignor under the Purchase Agreement or the General Terms Agreement or to make any payment thereunder or to make any inquiry as to the sufficiency of any payment received by any of them or to present or file any claim or to take any other action to collect or enforce any claim for any payment assigned hereunder. Anything contained in this Assignment, the Consent and Agreement or the Engine Consent and Agreement to the contrary notwithstanding, but without in any way releasing Assignor from any of its duties or obligations under the Purchase Agreement, the General Terms Agreement or this Assignment, Assignee and Mortgagee confirm for the benefit of Manufacturer and Engine Manufacturer, respectively, that, insofar as the provisions of the Purchase Agreement or the Engine Warranties relate to the Aircraft or the Engines, as the case may be, in exercising any rights under the Purchase Agreement or the Engine Warranties, or in making any claim with respect to the Aircraft or other goods and services delivered or to be delivered pursuant to the Purchase Agreement or the Engine Warranties, the terms and conditions of the Purchase Agreement including, without limitation, the Disclaimer and Release and Exclusion of Liabilities provisions of Sections 12.1 through 12.4 of Article 12 and the Engine Warranties, including without limitation Exhibit B (the "Product Assurance Document") shall apply to, and be binding upon, Assignee and Mortgagee to the same extent as AssignorAmendment Offer.