Common use of Indenture Trustee Liens Clause in Contracts

Indenture Trustee Liens. Wilmington Trust Company in its individual capacity covenants and agrees that it shall not cause or permit to exist any Lien, arising as a result of (i) claims against the Indenture Trustee not related to its interest in the Aircraft or the administration of the Trust Estate pursuant to the Trust Indenture, (ii) acts of the Indenture Trustee not permitted by, or failure of the Indenture Trustee to take any action required by, the Operative Agreements to the extent such acts arise or such failure arises from or constitutes gross negligence or willful misconduct, (iii) claims against the Indenture Trustee relating to Taxes or Losses which are excluded from the indemnification provided by Section 7 hereof pursuant to said Section 7, or (iv) claims against the Indenture Trustee arising out of the transfer by the Indenture Trustee of all or any portion of its interest in the Aircraft, the Trust Estate, the Trust Indenture Estate or the Operative Agreements other than (A) a transfer of the Aircraft pursuant to Section 9, 10 or 18 of the Lease or Article 5 or 8 of the Trust Indenture, (B) any borrowing pursuant to Section 17 hereof, or (C) a transfer of the Aircraft pursuant to Section 15 of the Lease while a Lease Event of Default is continuing and prior to the time that the Indenture Trustee has received all amounts due pursuant to the Trust Indenture.

Indenture Trustee Liens. Wilmington Trust Company in its individual capacity covenants and agrees that it shall not cause or permit to exist any Lien, arising as a result of (i) claims against the Indenture Trustee not related to its interest in the Aircraft or the administration of the Trust Estate pursuant to the Trust Indenture, (ii) acts of the Indenture Trustee not permitted by, or failure of the Indenture Trustee to take any action required by, the Operative Agreements to the extent such acts arise or such failure arises from or constitutes PARTICIPATION AGREEMENT [N397SW] -32- 38 gross negligence or willful misconduct, (iii) claims against the Indenture Trustee relating to Taxes or Losses which are excluded from the indemnification provided by Section 7 hereof pursuant to said Section 7, or (iv) claims against the Indenture Trustee arising out of the transfer by the Indenture Trustee of all or any portion of its interest in the Aircraft, the Trust Estate, the Trust Indenture Estate or the Operative Agreements other than (A) a transfer of the Aircraft pursuant to Section 9, 10 or 18 of the Lease or Article 5 or 8 of the Trust Indenture, (B) any borrowing pursuant to Section 17 hereof, or (C) a transfer of the Aircraft pursuant to Section 15 of the Lease while a Lease Event of Default is continuing and prior to the time that the Indenture Trustee has received all amounts due pursuant to the Trust Indenture.

Indenture Trustee Liens. Wilmington Trust Company in its individual capacity covenants and agrees that it shall not cause or permit to exist any Lien, arising as a result of (i) claims against the Indenture Trustee not related to its interest in the Aircraft or the administration of the Trust Estate pursuant to the Trust Indenture, (ii) acts of the Indenture Trustee not permitted by, or failure of the Indenture Trustee to take any action required by, the Operative Agreements to the extent such acts arise or such failure arises from or constitutes PARTICIPATION AGREEMENT [N396SW] -32- 38 gross negligence or willful misconduct, (iii) claims against the Indenture Trustee relating to Taxes or Losses which are excluded from the indemnification provided by Section 7 hereof pursuant to said Section 7, or (iv) claims against the Indenture Trustee arising out of the transfer by the Indenture Trustee of all or any portion of its interest in the Aircraft, the Trust Estate, the Trust Indenture Estate or the Operative Agreements other than (A) a transfer of the Aircraft pursuant to Section 9, 10 or 18 of the Lease or Article 5 or 8 of the Trust Indenture, (B) any borrowing pursuant to Section 17 hereof, or (C) a transfer of the Aircraft pursuant to Section 15 of the Lease while a Lease Event of Default is continuing and prior to the time that the Indenture Trustee has received all amounts due pursuant to the Trust Indenture.