Common use of INDEMNITY AGAINST PATENT INFRINGEMENT Clause in Contracts

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In the case of any actual or alleged infringement of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued under the laws of any other country in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX shall indemnify, protect, hold harmless and defend (subject to applicable court procedures) Buyer from and against all claims, suits, actions, liabilities, damages * resulting from the infringement, excluding any incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstances, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRAD's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved: (d) such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of Article 27 thereof; and (e) such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to either of the foregoing conventions. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to BRAD's detailed design or to any system, accessory, equipment or part manufactured by a third party to BRAD's detailed design without BRAD's authorization. * 18.3 Buyer's remedy and BRAD's obligation and liability under this Article are conditional upon (i) Buyer giving BXXX written notice within ten (10) days after Buyer receives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with BXXX to reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes promptly to BXXX all data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suit. BXXX xxx at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX intervenes, BXXX shall be entitled at any stage of the proceedings to assume or control the defense. Buyer's remedy and BRAD's obligation and liability are further conditional upon BRAD's prior approval of Buyer's payment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX xxx be held liable or responsible. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BXXX AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In the case of any actual or alleged infringement of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued under the laws of any other country in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX Bombardier shall indemnify, protect, protect and hold harmless and defend (subject to applicable court procedures) Buyer from and against all claims, suits, actions, liabilities, damages * and costs resulting from the infringement, excluding any indirect, punitive incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstancesBombardier shall, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRADBombardier's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved: (d) such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of Article 27 thereof; and (e) such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to either both of the foregoing forgoing conventions. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to BRADBombardier's detailed design or to any system, accessory, equipment or part manufactured by a third party to BRADBombardier's detailed design without BRADBombardier's authorization. *. 18.3 Buyer's remedy and BRADBombardier's obligation and liability under this Article are conditional upon (i) Buyer giving BXXX Bombardier written notice within ten (10) days after Buyer receives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with BXXX Bombardier to reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes promptly to BXXX Bombardier all data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suit. BXXX xxx Bombardier may at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX Bombardier intervenes, BXXX Bombardier shall be entitled at any stage of the proceedings to assume or control the defense. Buyer's remedy and BRADBombardier's obligation and liability are further conditional upon BRADBombardier's prior approval of Buyer's payment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX xxx Bombardier may be held liable or responsible. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BXXX BOMBARDIER AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX BOMBARDIER AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INDIRECT, PUNITIVE INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX BOMBARDIER AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In the case of any actual or alleged infringement of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued under the laws of any other country in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX shall BRAD xxxll indemnify, protect, protect and hold harmless and defend (subject to applicable court procedures) Buyer from and against all claims, suits, actions, liabilities, damages * and costs resulting from the infringement, excluding any incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstancesBRAD xxxll, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRAD's obligation BRAD'x xbligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved:: 33 (da) such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of Article 27 thereof; and (eb) such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to either of the foregoing forgoing conventions. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to BRAD's detailed design or to any system, accessory, equipment or part manufactured by a third party to BRAD's detailed BRAD'x xetailed design without BRAD's authorization. *BRAD'x xuthorization. 18.3 Buyer's remedy and BRAD's obligation BRAD'x xbligation and liability under this Article are conditional upon (i) Buyer giving BXXX written BRAD xxxtten notice within ten (10) days after Buyer receives Buyex xxxeives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives Buyex xxxeives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with BXXX to BRAD xx reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes promptly to BXXX all BRAD xxx data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suit. BXXX BRAD xxx at xx its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX intervenesBRAD xxxervenes, BXXX shall BRAD xxxll be entitled at any stage of the proceedings to assume or control the defensedefence. Buyer's Buyex'x remedy and BRAD's obligation BRAD'x xbligation and liability are further conditional judgment upon BRAD's prior BRAD'x xrior approval of Buyer's payment Buyex'x xayment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX BRAD xxx be xx held liable or responsibleresponsible for. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BXXX AND BRAD XXX REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX AND BRAD XXX OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX AND BRAD XXX ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 16.1 In the case of any actual or alleged infringement of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued under the laws of any other country in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX Bombardier shall indemnify, protect, protect and hold harmless and defend (subject to applicable court procedures) Buyer from and against all claims, suits, actions, liabilities, damages * and costs resulting from the infringement, excluding any incidental indirect, incidental, consequential, or consequential punitive damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstancesBombardier shall, at its option and expense: : (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part; or or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRADBombardier's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved: : (da) such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of Article 27 thereof; and and (eb) such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to either both of the foregoing forgoing conventions. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to BRAD's detailed design or to any system, accessory, equipment or part manufactured by a third party to BRAD's detailed design without BRAD's authorization. * 18.3 Buyer's remedy and BRAD's obligation and liability under this Article are conditional upon (i) Buyer giving BXXX written notice within ten (10) days after Buyer receives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with BXXX to reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes promptly to BXXX all data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suit. BXXX xxx at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX intervenes, BXXX shall be entitled at any stage of the proceedings to assume or control the defense. Buyer's remedy and BRAD's obligation and liability are further conditional upon BRAD's prior approval of Buyer's payment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX xxx be held liable or responsible. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BXXX AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In 16.1 Subject to the case provisions hereinafter set out in this Article 16, BRAD xxxees to indemnify, protect, and save harmless Buyer against any liability, losses, damages or expenses excluding any incidental or consequential damages and excluding any liability, losses, damages and expenses or loss of profits in respect of or resulting from any actual loss of use of the Aircraft (but including cost of replacing the infringement on account of which use of the Aircraft by Buyer is prevented as more fully provided for in Article 16.2 below) resulting from any infringement or alleged infringement of of: a. any Canadian or United States patent or, subject to the conditions and exceptions set forth below, patent; and b. any patent issued under the laws of any country other country than Canada or the United States in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX shall indemnify, protect, hold harmless and defend (subject to applicable court procedures) Buyer provided that from and against all claims, suits, actions, liabilities, damages * resulting from the infringement, excluding any incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstances, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRAD's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part and until the alleged infringement claims are resolved: (d) , such other country and the country in which the Aircraft is or are permanently registered by Buyer have ratified and adhered to and are at the time of the any such actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of including, without limitation, Article 27 thereof; and (e) such other country thereof and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to either of the foregoing conventions. The foregoing undertaking by BRAD xx indemnify, protect and save harmless Buyer shall not apply in respect of BFE. 18.2 The foregoing indemnity does not apply 16.2 Subject to BFEthe provisions set out in this Article 16, if any feature, part, accessory or equipment of the Aircraft becomes the subject of any claim, suit of proceeding for infringement of a patent as provided for in Article 16.1 above, or in the event of an adjudication that such feature, part, accessory or equipment of the Aircraft infringes patent as provided for in Article 16.1 above, or if the use, lease or sale of such feature, part, accessory or equipment of the Aircraft is enjoined, BRAD xxx, xxthin a reasonable period of time, at its option and expense: a. procure for Buyer the right under such patent to avionicsuse such feature, engines part, accessory or any systemequipment of the Aircraft; or b. obtain for Buyer permission from the appropriate court or tribunal to use the Aircraft; or c. replace, accessorywith Buyer's consent, such feature, part, accessory or equipment of the Aircraft with one of a similar nature and quality that is non-infringing; or d. modify such feature, part, accessory or part that was equipment of the Aircraft to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. 16.3 BRAD xxxll not manufactured to BRAD's detailed design or be liable with respect to any system, accessory, equipment actual or part manufactured by a third party alleged patent infringement to BRAD's detailed design without BRAD's authorization. * 18.3 Buyer's remedy and BRAD's obligation and liability under which this Article are conditional uponwould apply unless: a. in the event of a suit alleging infringement where legal delay to reply is obligatory, Buyer gives BRAD xxxtten notice of such suit within twenty (i20) Buyer giving BXXX written notice within ten (10) calendar days after Buyer receives notice of such suit, or in the event of a suit or action against Buyer written claim alleging infringement or where no legal delay to reply is obligatory, Buyer gives BRAD xxxtten notice of such claim within twenty (20) days reasonable period of time after Buyer receives any other such written claim of infringement (ii) claim; b. Buyer uses reasonable efforts efforts, in full cooperation with BXXX to BRAD, xx reduce or mitigate any such expenses, damages, damages costs or and royalties involved, and (iii) ; c. Buyer furnishes promptly to BXXX all BRAD xxx data, papers and records in within its possession and any other information or control material within Buyer's knowledge or control, necessary or useful to resist and defend against such claim or suit. BXXX ; and d. Buyer refrains from making any payment and from assuming any obligations, liabilities, expenses, damages, costs and royalties for which BRAD xxx xx held liable, without prior written approval of BRAD (which shall not be unreasonably withheld) or otherwise acting in a manner prejudicial to such suit or claim. 16.4 BRAD xxxll have the option at its option any time and or from time to time to conduct negotiations in its own name, or in the name of Buyer, and to enter into a settlement or settlements with any the party claiming or parties involved in the infringement or alleged infringement and may to intervene in any suit or actionclaim. Whether Should BRAD xxxervene in any such suit or not BXXX intervenesclaim, BXXX it shall be entitled at any stage of the negotiations or proceedings to assume assume, conduct or control the defensedefence thereof. If BRAD xxxumes such defence and Buyer's remedy , in its interest, elects to participate therein, it shall do so at its sole cost and BRAD's obligation and liability are further conditional upon BRAD's prior approval of Buyer's payment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX xxx be held liable or responsibleexpense. 18.4 16.5 THE INDEMNITYINDEMNITIES, OBLIGATIONS AND LIABILITIES ON THE PART OF BXXX AND REMEDIES OF BUYER SET OUT IN BRAD XX THIS ARTICLE ARE EXCLUSIVE AND UNDERTAKEN BY BRAD XXX ACCEPTED BY BUYER TO BE IN LIEU OF ANY AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY IN FACT, CONTRACT, LAW OR OTHERWISE, WITH TO WHICH BRAD XXXHT OTHERWISE BE LIABLE IN RESPECT TO OF ANY ACTUAL PATENT INFRINGEMENT OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR PART THEREOF, OR UNDER ANY INSTALLED SYSTEMPATENT RIGHT OR RIGHT TO PATENT, ACCESSORYAND SUCH INDEMNITIES, OBLIGATIONS AND LIABILITIES SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT IN WRITING SIGNED BY BRAD XXX BUYER UNDER THE HAND OF THEIR RESPECTIVE DULY AUTHORIZED REPRESENTATIVE. 17.0 LIMITATION OF LIABILITY BRAD XXXLL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY CIRCUMSTANCES, NOR FOR ANY LOSSES OR DAMAGES FOR OR ARISING OUT OF ANY LACK OR LOSS OF USE OF ANY AIRCRAFT, ANY EQUIPMENT, ANY SPARE PARTS, GROUND SUPPORT EQUIPMENT OR PART.TECHNICAL PUBLICATIONS PROVIDED HEREUNDER. -35- 39

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In 16.1 Subject to the case provisions hereinafter set out in this Article 16, Bombardier agrees to indemnify, protect, and save harmless Buyer against any liability, losses, damages or expenses excluding any incidental or consequential damages and excluding any liability, losses, damages and expenses or loss of profits in respect of or resulting from any actual loss of use of the Aircraft (but including cost of replacing the infringement on account of which use of the Aircraft by Buyer is prevented as more fully provided for in Article 16.2 below) resulting from any infringement or alleged infringement of of: a. any Canadian or United States patent or, subject to the conditions and exceptions set forth below, patent; and b. any patent issued under the laws of any country other country than Canada or the United States in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX shall indemnify, protect, hold harmless and defend (subject to applicable court procedures) Buyer provided that from and against all claims, suits, actions, liabilities, damages * resulting from the infringement, excluding any incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstances, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRAD's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part and until the alleged infringement claims are resolved: (d) , such other country and the country in which the Aircraft is or are permanently registered by Buyer have ratified and adhered to and are at the time of the any such actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of including, without limitation, Article 27 thereof; and (e) such other country thereof and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to either of the foregoing conventions. The foregoing undertaking by Bombardier to indemnify, protect and save harmless Buyer shall not apply in respect of BFE. 18.2 The foregoing indemnity does not apply 16.2 Subject to BFEthe provisions set out in this Article 16, if any feature, part, accessory or equipment of the Aircraft becomes the subject of any claim, suit of proceeding for infringement of a patent as provided for in Article 16.1 above, or to avionicsin the event of an adjudication that such feature, engines part, accessory or any system, accessory, equipment or part that was not manufactured to BRAD's detailed design or to any system, accessory, equipment or part manufactured by a third party to BRAD's detailed design without BRAD's authorization. * 18.3 Buyer's remedy and BRAD's obligation and liability under this Article are conditional upon (i) Buyer giving BXXX written notice within ten (10) days after Buyer receives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with BXXX to reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes promptly to BXXX all data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suit. BXXX xxx at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX intervenes, BXXX shall be entitled at any stage of the proceedings to assume Aircraft infringes patent as provided for in Article 16.1 above, or control if the defense. Buyer's remedy and BRAD's obligation and liability are further conditional upon BRAD's prior approval use, lease or sale of Buyer's payment or assumption of any liabilitiessuch feature, expenses, damages, royalties or costs for which BXXX xxx be held liable or responsible. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BXXX AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.part,

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In the case of any actual or alleged infringement of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued under the laws of any other country in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX XXXX shall indemnify, protect, hold harmless and defend (subject to applicable court procedures) Buyer from and against all claims, suits, actions, liabilities, damages and costs (including reasonable attorney fees [ * ] resulting from the infringement, excluding any incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX XXXX shall and as promptly as possible under the circumstances, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-non- infringing; or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRAD's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved: (d) such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of Article 27 thereof; and (e) such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to either of the foregoing conventions. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to BRAD's detailed design or to any system, accessory, equipment or part manufactured by a third party to BRAD's detailed design without BRAD's authorization. *[ * ] 18.3 Buyer's remedy and BRAD's obligation and liability under this Article are conditional upon (i) Buyer giving BXXX XXXX written notice within ten (10) days after Buyer receives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with BXXX XXXX to reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes promptly to BXXX XXXX all data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suit. BXXX XXXX xxx at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX XXXX intervenes, BXXX XXXX shall be entitled at any stage of the proceedings to assume or control the defense. Buyer's remedy and BRAD's obligation and liability are further conditional upon BRAD's prior approval of Buyer's payment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX XXXX xxx be held liable or responsible. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BXXX XXXX AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX XXXX AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX XXXX AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In the case of any actual or alleged infringement of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued under the laws of any other country in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX Bombardier shall indemnify, protect, protect and hold harmless and defend (subject to applicable court procedures) Buyer from and against all claims, suits, actions, liabilities, damages * and costs resulting from the infringement, excluding any indirect, punitive incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstancesBombardier shall, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRADBombardier's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved: (d) such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of Article 27 thereof; , and (e) such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to either both of the foregoing forgoing conventions. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to BRADBombardier's detailed design or to any any. system, accessory, equipment or part manufactured by a third party to BRADBombardier's detailed design without BRADBombardier's authorization. *. 18.3 Buyer's remedy and BRADBombardier's obligation and liability under this Article are conditional upon (i) Buyer giving BXXX Bombardier written notice within ten (10) days after Buyer receives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with BXXX Bombardier to reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes finishes promptly to BXXX Bombardier all data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suit. BXXX xxx Bombardier may at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX Bombardier intervenes, BXXX Bombardier shall be entitled at any stage of the proceedings to assume or control the defense. Buyer's remedy and BRADBombardier's obligation and liability are further conditional upon BRADBombardier's prior approval of Buyer's payment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX xxx Bombardier may be held liable or responsible. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BXXX BOMBARDIER AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX BOMBARDIER AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INDIRECT, PUNITIVE INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX BOMBARDIER AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In the case of any actual or alleged infringement by the Aircraft (or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Northwest) of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued under the laws of any other country in which Buyer Northwest from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX Bombardier shall indemnify, protectdefend, protect and hold harmless and defend (subject to applicable court procedures) Buyer Northwest from and against all claims, suits, actions, liabilities, damages * and costs (including actual costs with respect to any adverse affect on interchangeability or replaceability of Spare Parts and performance characteristics of the Aircraft) resulting from the infringement, excluding any indirect, incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstancesBombardier shall, at its option and expense: (a) procure for Buyer Northwest the right under such patent to use such system, accessory, equipment or part; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRADBombardier's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved: (da) such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of Article 27 thereof; and (eb) such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to either both of the foregoing forgoing conventions. Purchase Agreement PA-0498 Northwest Airlines, Inc. [*] Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to BRADBombardier's detailed design or to any system, accessory, equipment or part manufactured by a third party to BRADBombardier's detailed design without BRADBombardier's authorization. *. 18.3 BuyerBombardier shall control and conduct the defense and/or settlement of such suit or action either in the name of Bombardier or Northwest, or both. [*]. Northwest's remedy and BRADBombardier's obligation and liability under this Article are conditional upon upon (i) Buyer Northwest giving BXXX Bombardier written notice within ten (10) days after Buyer Northwest receives notice of a suit or action against Buyer Northwest alleging infringement or within twenty (20) days after Buyer Northwest receives any other written claim of infringement infringement, (ii) Buyer uses Northwest using reasonable efforts in full cooperation with BXXX Bombardier to reduce or mitigate any such expenses, damages, costs or royalties involvedinvolved and, upon Bombardier's request and at Bombardier's expense, arranging for attendance of its representatives at hearings and trial and assisting in effecting settlements, obtaining the attendance of witnesses and in the conduct of the defense of such suits or actions, and (iii) Buyer furnishes Northwest furnishing promptly to BXXX Bombardier all data, papers and records in its possession or control necessary or useful relevant to resist the resistance of and defend defense against such claim or suit. BXXX xxx at Provided that Bombardier is in compliance with its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX intervenesobligations under this Article 18, BXXX shall be entitled at any stage of the proceedings to assume or control the defense. BuyerNorthwest's remedy and BRADBombardier's obligation and liability are further conditional upon BRADBombardier's prior approval of BuyerNorthwest's payment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX xxx Bombardier may be held liable or responsible. 18.4 THE INDEMNITYresponsible (other than any such payment or assumption required by a final judgment of a court of competent jurisdiction). Purchase Agreement PA-0498 Northwest Airlines, OBLIGATIONS AND LIABILITIES OF BXXX AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.Inc. [*] Confidential material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. 37

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In the case of any actual or alleged infringement of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued a under the laws of any other country in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX XXXX shall indemnify, protect, protect and hold harmless and defend (subject to applicable court procedures) Buyer from and against all claims, suits, actions, liabilities, damages * and costs resulting from the infringement, excluding any incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstancesXXXX shall, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-non- infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRAD's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved:. (d) such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully Rally entitled to all benefits of Article 27 thereof; and (e) such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of or other countries which have ratified, adhered to and are contracting parties to either both of the foregoing forgoing conventions. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to BRAD's detailed design or to any system, accessory, equipment or part manufactured by a third party to BRAD's detailed design without BRAD's authorization. [***] 18.3 Buyer's remedy and BRAD's obligation and liability under this Article are conditional upon (i) Buyer giving BXXX XXXX written notice within ten (10) days after Buyer receives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with BXXX XXXX to reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes promptly to BXXX XXXX all data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suit. BXXX XXXX xxx at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX XXXX intervenes, BXXX XXXX shall be entitled at any stage of the proceedings to assume or control the defense. Buyer's remedy and BRAD's obligation and liability are further conditional upon BRAD's prior approval of Buyer's payment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX XXXX xxx be held liable or responsible. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BXXX XXXX AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX XXXX AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX XXXX AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In the case of any actual or alleged infringement of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued a under the laws of any other country in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX XXXX shall indemnify, protect, protect and hold harmless and defend (subject to applicable court procedures) Buyer from and against all claims, suits, actions, liabilities, damages * and costs resulting from the infringement, excluding any incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstancesXXXX shall, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or part; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-non- infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRAD's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved:. (d) such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully Rally entitled to all benefits of Article 27 thereof; and (e) such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of or other countries which have ratified, adhered to and are contracting parties to either both of the foregoing forgoing conventions. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to BRAD's detailed design or to any system, accessory, equipment or part manufactured by a third party to BRAD's detailed design without BRAD's authorization. *In the event of a patent or alleged patent infringement on avionics, engine or other system mentioned above, XXXX shall, if permitted by its procurement contract, assign to Buyer any rights it may have against vendors in connection with such infringement and otherwise will cooperate reasonably to enforce such rights as it may have for Buyer's benefit. 18.3 Buyer's remedy and BRAD's obligation and liability under this Article are conditional upon (i) Buyer giving BXXX XXXX written notice within ten (10) days after Buyer receives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with BXXX XXXX to reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes promptly to BXXX XXXX all data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suit. BXXX XXXX xxx at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX XXXX intervenes, BXXX XXXX shall be entitled at any stage of the proceedings to assume or control the defense. Buyer's remedy and BRAD's obligation and liability are further conditional upon BRAD's prior approval of Buyer's payment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX XXXX xxx be held liable or responsible. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BXXX XXXX AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX XXXX AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX XXXX AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.

INDEMNITY AGAINST PATENT INFRINGEMENT. 18.1 In the case of any actual or alleged infringement of any Canadian or United States patent or, subject to the conditions and exceptions set forth below, any patent issued under the laws of any other country in which Buyer from time to time may lawfully operate the Aircraft ("Other Patents"), by the Aircraft, or by any system, accessory, equipment or part installed in such Aircraft at the time title to such Aircraft passes to Buyer, BXXX Bombardier shall indemnify, protect, protect and hold harmless and defend (subject to applicable court procedures) Buyer from and against all claims, suits, actions, liabilities, damages * and costs resulting from the infringement, excluding any incidental or consequential damages (which include without limitation loss of revenue or loss of profit) and BXXX shall and as promptly as possible under the circumstancesBombardier shall, at its option and expense: (a) procure for Buyer the right under such patent to use such system, accessory, equipment or partpart without charge to Buyer; or (b) replace such system, accessory, equipment or part with one of the similar nature and quality that is non-infringing; or (c) modify such system, accessory, equipment or part to make same non-infringing in a manner such as to keep it otherwise in compliance with the requirements of this Agreement. BRADBombardier's obligation hereunder shall extend to Other Patents only if from the time of design of the Aircraft, system, accessory, equipment or part until the alleged infringement claims are resolved: (d) in such other country and the country in which the Aircraft is permanently registered have ratified and adhered to and are at the time of the actual or alleged infringement contracting parties to the Chicago Convention on International Civil Aviation of December 7, 1944 and are fully entitled to all benefits of Article 27 thereof; and (e) in such other country and the country of registration shall each have been a party to the International Convention for the Protection of Industrial Property (Paris Convention) or have enacted patent laws which recognize and give adequate protection to inventions made by the nationals of other countries which have ratified, adhered to and are contracting parties to either both of the foregoing forgoing conventions. 18.2 The foregoing indemnity does not apply to BFE, or to avionics, engines or any system, accessory, equipment or part that was not manufactured to BRADSchedules to MPA 497 Initials: Mesa Air Group 41 Buyer_____ Bombardier_____ 42 Bombardier's detailed design or to any system, accessory, equipment or part manufactured by a third party to BRADBombardier's detailed design without BRADBombardier's authorization. *. 18.3 Buyer's remedy and BRADBombardier's obligation and liability under this Article are conditional upon (i) Buyer giving BXXX Bombardier written notice within ten (10) days after Buyer receives notice of a suit or action against Buyer alleging infringement or within twenty (20) days after Buyer receives any other written claim of infringement (ii) Buyer uses reasonable efforts in full cooperation with BXXX Bombardier to reduce or mitigate any such expenses, damages, costs or royalties involved, and (iii) Buyer furnishes promptly to BXXX Bombardier copies of all data, papers and records in its possession or control necessary or useful to resist and defend against such claim or suitsuit and requested by Bombardier. BXXX xxx Bombardier may at its option conduct negotiations with any party claiming infringement and may intervene in any suit or action. Whether or not BXXX Bombardier intervenes, BXXX Bombardier shall be entitled at any stage of the proceedings to assume or control the defense provided in doing so that Bombardier also assumes all costs and expenses (including reasonable attorneys fees) associated with such defense. Buyer's remedy and BRADBombardier's obligation and liability are further conditional upon BRADBombardier's prior approval of Buyer's payment or assumption of any liabilities, expenses, damages, royalties or costs for which BXXX xxx Bombardier may be held liable or responsible. 18.4 THE INDEMNITY, OBLIGATIONS AND LIABILITIES OF BXXX BOMBARDIER AND REMEDIES OF BUYER SET OUT IN THIS ARTICLE ARE EXCLUSIVE AND ACCEPTED BY BUYER TO BE IN LIEU OF AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF BXXX BOMBARDIER AND OF ITS AFFILIATES AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS, INCLUDING CLAIMS FOR DAMAGES, DIRECT, INCIDENTAL OR CONSEQUENTIAL, OF BUYER AGAINST BXXX BOMBARDIER AND ITS AFFILIATES EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT BY THE AIRCRAFT OR ANY INSTALLED SYSTEM, ACCESSORY, EQUIPMENT OR PART.