Common use of Notice of Proceedings; Defense of Claims; Limitations Clause in Contracts

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s 's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.19.1, such Indemnitee shall notify Owner Lessee of the commencement thereof and Owner Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.1.5(c), settle or compromise the same. (b) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.1, and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; providedPROVIDED, that Owner Lessee shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Lease Event of DefaultDefault arising under Section 14.1 of the Lease. In connection with any such action, suit or proceeding being controlled by OwnerLessee, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLessee; providedPROVIDED, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerLessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.19.1. (d) In the case of any Expense indemnified by the Owner Lessee hereunder which is covered by a policy of insurance maintained by Owner Lessee pursuant to Section 4.06 11 of the IndentureLease, at Owner’s Lessee's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner Lessee may require such Indemnitee to agree in writing to the terms of this Section 8 9 and Section 12.8 15.8 prior to making any payment to such Indemnitee under this Section 89. (f) Nothing herein shall be deemed to be an assumption by Lessee of obligations of Owner Trustee with respect to, or a guarantee by Lessee of, any amounts payable by Owner Trustee upon Equipment Notes or a guarantee of any residual value of the Aircraft. (g) Nothing contained in this Section 8.1.5 9.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; providedPROVIDED, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; providedPROVIDED, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s 's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a1) In case If any action, suit suit, or proceeding shall be brought against any Indemnitee for which Owner Borrower is responsible under this Section 8.19.1 is brought against any Indemnitee, such Indemnitee shall notify Owner Borrower of the commencement thereof thereof, and Owner Borrower may, at its expense, participate in and and, to the extent that it shall wish so desires (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.1(e)(3), settle or compromise the sameit. (b2) Owner Borrower or its insurer(s) shall have the right, at its or their cost and expense, to investigate orand the right in Borrower’s sole discretion, acting through counsel reasonably satisfactory to the respective Indemnitee, if Owner Borrower has acknowledged in writing that it will indemnify such Indemnitee for such Expense (except that such acknowledgment does not apply if its is determined that Borrower is not liable hereunder) (A) in any judicial or its insurer(sadministrative proceeding that involves an Expense and other claims which do not involve such Indemnitee, to assume responsibility for and control of the defense thereof, (B) shall agree not to dispute liability in any judicial or administrative proceeding that involves an Expense and other claims against such Indemnitee related or unrelated to the Indemnitee giving notice transactions contemplated by the Operative Agreements, (x) to assume responsibility for and control of the defense of such actionExpense to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance) or (y) if such Expense is not severable from other claims that are material to such Indemnitee in relation to the Equipment Notes held by such Indemnitee, suit to assume responsibility for and control of the defense of such Expense if such assumption would not, in such Indemnitee’s reasonable judgment, prejudice or impair in any material respect, such Indemnitee’s management of such other claims and (C) in any other case, to be consulted by such Indemnitee and in which case such Indemnitee agrees to cooperate with reasonable requests of Borrower, each such request at Borrower’s cost and expense, with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Borrower’s cost and expense, to participate therein. The Indemnitee may participate at its own cost and expense and with its own counsel in any judicial proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies controlled by Borrower pursuant to which coverage is soughtthe preceding provisions; provided that such Indemnitee’s participation does not, control in Borrower’s reasonable judgment, prejudice or impair in any material respect the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner management of such case. Borrower shall not be entitled to control the defense of any such action, suit, proceeding or proceeding, or to compromise any such Expense during (and the continuance of relevant Indemnitee shall be entitled to assume such control), while (a) any Event of Default. In connection with Default exists, or (b) if such proceedings will involve (i) a material risk of the sale, forfeiture, or loss of, or the creation of any such actionLien (other than Permitted Lien) on the Aircraft, suit or proceeding being controlled by Ownerthe Collateral, such Indemnitee unless Borrower shall have the right to participate therein, at its sole cost and expense, with counsel posted a bond or other security or collateral reasonably satisfactory to Owner; providedsuch Indemnitee in respect to such risk, that (c) if such proceedings are likely to entail any risk of criminal liability or material risk of civil liability being imposed on such Indemnitee that, in the case of civil liability in the reasonable opinion of such Indemnitee’s participation does not, adversely affects in any material respect the business reputation of such Indemnitee or if, in the reasonable opinion of the independent counsel appointed such Indemnitee, control by the Owner or its insurers Borrower would be inappropriate due to conduct such proceedings, interfere with the defense a conflict of such caseinterest. (c3) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the Borrower’s prior written consent of Owner, (which consent shall not be unreasonably withheld or delayed), unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.19.1 or is required by Law to do so. (d4) In To the case of extent that any Expense indemnified by the Owner Borrower hereunder which is may be covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the IndentureBorrower, at OwnerBorrower’s expense, each Indemnitee agrees to cooperate with the all reasonable requests of insurers in the exercise of their rights to investigate, defend defend, or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e5) If an Indemnitee is not a party to this Agreement, Owner Borrower may require such Indemnitee to agree in writing to the terms of this Section 8 9.1 and Section 12.8 prior to 11.8 before making any payment to such Indemnitee under this Section 8Article 9. (f6) Nothing contained in this Section 8.1.5 9.1(e) shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (ai) In case any action, suit or proceeding shall be brought against any Indemnitee Secured Party for which Owner the Grantor is responsible under this Section 8.15.13, such Indemnitee Secured Party shall notify Owner the Grantor of the commencement thereof and Owner the Grantor may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and and, subject to clause (ii) below, control the defense thereof and, subject to Section 8.1.5(c), and settle or compromise the same. (bii) Owner The Grantor or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner the Grantor or its insurer(s) shall agree in writing not to dispute liability to the Indemnitee Secured Party giving notice of such action, suit or proceeding under this Section 8.1.5 5.13 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.15.13, and each Indemnitee Secured Party shall cooperate with Owner the Grantor or its insurer(s) with respect thereto; provided, that Owner the Grantor shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (i) during the continuance of any Event of Default, (ii) if such proceedings would entail a risk of the sale, forfeiture or loss of an Engine or (iii) if such proceedings would likely, in the reasonable opinion of the Secured Party, involve the imposition of material risk of criminal liability or any material civil liability on such Secured Party. In connection with any such action, suit or proceeding being controlled by Ownerthe Grantor or its insurers, such Indemnitee Secured Party shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Ownerthe Grantor; provided, that such IndemniteeSecured Party’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Grantor or its insurers to conduct such proceedings, interfere with the defense of such case. (ciii) In no event shall any Indemnitee Secured Party enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayedthe Grantor, unless such Indemnitee Secured Party waives its right to be indemnified with respect to such Expense under this Section 8.15.13. (div) In the case of any Expense indemnified by the Owner Grantor hereunder which is covered by a policy of insurance maintained by Owner the Grantor pursuant to Section 4.06 of the Indenturethis Mortgage, at Ownerthe Grantor’s expense, each Indemnitee Secured Party agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (fv) Nothing contained in this Section 8.1.5 5.13 shall be deemed to require an Indemnitee a Secured Party to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (ai) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Borrower is responsible under this Section 8.19.16, such Indemnitee shall notify Owner Borrower of the commencement thereof and Owner Borrower may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.16(e)(iii), settle or compromise the same. (bii) Owner Borrower or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Borrower or its insurer(s) shall agree in writing not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.16 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.16, and each Indemnitee shall cooperate with Owner Borrower or its insurer(s) with respect thereto; providedPROVIDED, that Owner Borrower shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (i) during the continuance of any Event of Default. Default (except during the Section 1110 Period), (ii) if such proceedings would entail a material risk of the sale, forfeiture or loss of the Aircraft, (iii) if such proceedings would entail a risk of criminal liability or greater than de minimis risk of material civil penalties being imposed on such Indemnitee, or (iv) if an actual or potential material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel In connection with any such action, suit or proceeding being controlled by OwnerBorrower, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerBorrower; providedPROVIDED, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Borrower or its insurers to conduct such proceedings, interfere with the defense of such case. (ciii) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerBorrower, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.19.16. (div) In the case of any Expense indemnified by the Owner Borrower hereunder which is covered by a policy of insurance maintained by Owner Borrower pursuant to Section 4.06 of the IndentureSecurity Agreement, at Owner’s Borrower's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (ev) If an Indemnitee is not a party to this Agreement, Owner Borrower may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 9.16 prior to making any payment to such Indemnitee under this Section 89.16. (fvi) Nothing contained in this Section 8.1.5 9.16 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.19.1, such Indemnitee shall notify Owner Lessee of the commencement thereof and Owner Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.1.5(c), settle or compromise the same. (b) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree in writing not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.1, and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; providedPROVIDED, that Owner Lessee shall not be entitled to control the defense of any such action, suit, or proceeding or compromise any such Expense (i) during the continuance of any Lease Event of DefaultDefault arising under Section 14.1 of the Lease, (ii) if such proceedings would entail a material risk of the sale, forfeiture or loss of the Aircraft or (iii) if such proceedings would entail a risk of criminal liability or greater than de minimis risk of material civil penalties being imposed on such Indemnitee. In connection with any such action, suit or proceeding being controlled by OwnerLessee, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLessee; providedPROVIDED, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerLessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.19.1. (d) In the case of any Expense indemnified by the Owner Lessee hereunder which is covered by a policy of insurance maintained by Owner Lessee pursuant to Section 4.06 11 of the IndentureLease, at Owner’s Lessee's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner Lessee may require such Indemnitee to agree in writing to the terms of this Section 8 9 and Section 12.8 15.8 prior to making any payment to such Indemnitee under this Section 89. (f) Nothing herein shall be deemed to be an assumption by Lessee of obligations of Owner Trustee with respect to, or a guarantee by Lessee of, any amounts payable by Owner Trustee upon Equipment Notes or a guarantee of any residual value of the Aircraft. (g) Nothing contained in this Section 8.1.5 9.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.19.1, such Indemnitee shall notify Owner Lessee of the commencement thereof and Owner Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.1.5(c), settle or compromise the same. (b) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree in writing not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.1, and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; providedPROVIDED, that Owner Lessee shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (i) during the continuance of any Lease Event of DefaultDefault arising under Section 14.1 of the Lease, (ii) if such proceedings would entail a material risk of the sale, forfeiture or loss of the Aircraft or (iii) if such proceedings would entail a risk of criminal liability or greater than de minimis risk of material civil penalties being imposed on such Indemnitee. In connection with any such action, suit or proceeding being controlled by OwnerLessee, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLessee; providedPROVIDED, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerLessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.19.1. (d) In the case of any Expense indemnified by the Owner Lessee hereunder which is covered by a policy of insurance maintained by Owner Lessee pursuant to Section 4.06 11 of the IndentureLease, at Owner’s Lessee's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner Lessee may require such Indemnitee to agree in writing to the terms of this Section 8 9 and Section 12.8 15.8 prior to making any payment to such Indemnitee under this Section 89. (f) Nothing herein shall be deemed to be an assumption by Lessee of obligations of Owner Trustee with respect to, or a guarantee by Lessee of, any amounts payable by Owner Trustee upon Equipment Notes or a guarantee of any residual value of the Aircraft. (g) Nothing contained in this Section 8.1.5 9.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a1) In case If any action, suit suit, or proceeding shall be brought against any Indemnitee for which Owner Borrower is responsible under this Section 8.19.1 is brought against any Indemnitee, such Indemnitee shall notify Owner Borrower of the commencement thereof thereof, and Owner Borrower may, at its expense, participate in and and, to the extent that it shall wish so desires (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.1(e)(3), settle or compromise the sameit. (b2) Owner Borrower or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, and control the defense of, any action, suit suit, or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.1, and each Indemnitee shall cooperate reasonably and in good faith with Owner Borrower or its insurer(s) with respect thereto; provided, that Owner Borrower shall not be entitled to control the defense of any such action, suit, proceeding or proceeding, or to compromise any such Expense during the continuance of Expense, while (a) any Event of DefaultDefault exists, (b) if such proceedings will involve a material risk of the sale, forfeiture, or loss of, or the creation of any Lien (other than Permitted Lien) on the Aircraft, or the Collateral, unless Borrower shall have posted a bond or other security or collateral reasonably satisfactory to such Indemnitee in respect to such risk, or (c) if such proceedings entail any material risk of criminal liability or material civil liability. In connection with any such Borrower-controlled action, suit suit, or proceeding being controlled by Ownerproceeding, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; providedBorrower, provided that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Borrower or its insurers to conduct such proceedings, interfere with the defense of such case. In connection with any Indemnitee-controlled action, suit, or proceeding, Borrower or its insurers shall have the right to participate therein, at its or their sole cost and expense, with counsel reasonably satisfactory to any such Indemnitee, provided that Borrower’s or its insurers’ participation does not, in the reasonable opinion of the independent counsel appointed by any such Indemnitee to conduct such suit or proceedings, materially interfere with the defense of such case. (c3) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the Borrower’s prior written consent of Owner, (which consent shall not be unreasonably withheld or delayed), unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.19.1. (d4) In To the case of extent that any Expense indemnified by the Owner Borrower hereunder which is may be covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the IndentureBorrower, at OwnerBorrower’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend defend, or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e5) If an Indemnitee is not a party to this Agreement, Owner Borrower may require such Indemnitee to agree in writing to the terms of this Section 8 9.1 and Section 12.8 prior to 11.8 before making any payment to such Indemnitee under this Section 89. (f6) Nothing contained in this Section 8.1.5 9.1(e) shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.1SECTION 3(j), such Indemnitee shall notify Owner Lessee of the commencement thereof and Owner Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(cthis SECTION 3(j)(v), settle or compromise the same. (b) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 SECTION 3(j)(v) for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1SECTION 3(j)(v), and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; providedPROVIDED, that Owner Lessee shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of DefaultDefault arising hereunder. In connection with any such action, suit or proceeding being controlled by OwnerLessee, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLessee; providedPROVIDED, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if such proceedings will involve a material risk of the sale, forfeiture or loss of the Aircraft or any part thereof unless in such an event Lessee shall have posted adequate bond or other security in respect to such risk, or if such proceedings could result in any criminal liability for such Indemnitee. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerLessee, which consent shall not be unreasonably withheld or delayed, unless . Any settlement or compromise without such consent of Lessee shall be deemed a waiver by such Indemnitee waives of its right to be indemnified with respect to such Expense under this Section 8.1SECTION 3(j). (d) In the case of any Expense indemnified by the Owner Lessee hereunder which is covered by a policy of insurance maintained by Owner Lessee pursuant to Section 4.06 SECTION 11 of the Indenturethis Lease, at Owner’s Lessee's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner Lessee may require such Indemnitee to agree in writing to the terms of this Section 8 SECTION 3(j) and Section 12.8 SECTION 24 prior to undertaking any defense of or making any payment to such Indemnitee under this Section 8SECTION 3(j). (f) Nothing herein shall be deemed to be a guarantee by Lessee of any residual value of the Aircraft. (g) Nothing contained in this Section 8.1.5 SECTION 3(j)(v) shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (ai) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner LATAM is responsible under this Section 8.14.03, such Indemnitee shall notify Owner LATAM of the commencement thereof and Owner LATAM may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c4.03(f)(iii), settle or compromise the same. (bii) Owner LATAM or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner LATAM or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 4.03(f) for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.14.03, and each Indemnitee shall cooperate with Owner LATAM or its insurer(s) with respect thereto; provided, that Owner LATAM shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Indenture Event of Default. In connection with any such action, suit or proceeding being controlled by OwnerLATAM, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLATAM; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner LATAM or its insurers to conduct such proceedings, interfere with the defense of such case. (ciii) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerLATAM, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.14.03. (div) In the case of any Expense indemnified by the Owner LATAM hereunder which is covered by a policy of insurance maintained by Owner LATAM pursuant to Section 4.06 10 of the IndentureLease, at OwnerLATAM’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (ev) If an Indemnitee is not a party to this Agreement, Owner LATAM may require such Indemnitee to agree in writing to the terms of this Section 8 Article IV and Section 12.8 Sections 7.03 and 7.10 prior to making any payment to such Indemnitee under this Section 8Article IV. (fvi) Nothing contained in this Section 8.1.5 4.03(f) shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (ai) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.113, such Indemnitee shall notify Owner Lessee of the commencement thereof and Owner Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c13(c)(iii), settle or compromise the same. (bii) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 13(c) for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense Claim for which indemnification is sought pursuant to this Section 8.113, and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; providedPROVIDED, that Owner Lessee shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense Claim during the continuance of any Event of DefaultDefault arising under Section 17(a) of the Lease. In connection with any such action, suit or proceeding being controlled by OwnerLessee, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLessee; providedPROVIDED, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (ciii) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense Claim without the prior written consent of OwnerLessee, which consent shall not be unreasonably withheld or delayed, unless . Any settlement or compromise without such consent of Lessee shall be deemed a waiver by such Indemnitee waives of its right to be indemnified with respect to such Expense Claim under this Section 8.113. (div) In the case of any Expense Claim indemnified by the Owner Lessee hereunder which is covered by a policy of insurance maintained by Owner Lessee pursuant to Section 4.06 12 of the IndentureLease, at Owner’s Lessee's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense Claim as may be required to retain the benefits of such insurance with respect to such ExpenseClaim. (ev) If an Indemnitee is not a party to this Agreement, Owner Lessee may require such Indemnitee to agree in writing to the terms of this Section 8 13 and Section 12.8 23(b) prior to making any payment to such Indemnitee under this Section 813. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner the Lessee is responsible under this Section 8.118.1, such Indemnitee shall notify Owner the Lessee of the commencement thereof and Owner the Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c18.1.5(c), settle or compromise the same. (b) Owner the Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner the Lessee or its insurer(s) shall agree in writing not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 18.1 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.118.1, and each Indemnitee shall cooperate with Owner the Lessee or its insurer(s) with respect thereto; provided that the Lessee shall reimburse each Indemnitee for all reasonable Expenses incurred in connection with such cooperation, provided, further, that Owner the Lessee shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (i) during the continuance of any Event of DefaultDefault (except during the Section 1110 Period) or (ii) if such proceedings would entail a material risk of the sale, forfeiture or loss of the Aircraft (unless the Lessee posts a bond or other security reasonably satisfactory to the relevant Indemnitee in respect of such risk) or an actual risk of a finding of criminal liability or a material risk of material civil liability against such Indemnitee. In connection with any such action, suit or proceeding being controlled by Ownerthe Lessee or its insurers, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Ownerthe Lessee; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Ownerthe Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.118.1. (d) In the case of any Expense indemnified by the Owner Lessee hereunder which is covered by a policy of insurance maintained by Owner the Lessee pursuant to Section 4.06 of the IndentureLease, at Ownerthe Lessee’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this AgreementLease, Owner the Lessee may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 18.1 prior to making any payment to such Indemnitee under this Section 818.1. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (ai) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Borrower is responsible under this Section 8.19.16, such Indemnitee shall notify Owner Borrower of the commencement thereof and Owner Borrower may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.16(e)(iii), settle or compromise the same. (bii) Owner Borrower or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Borrower or its insurer(s) shall agree in writing not to -------- * Confidential dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.16 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.16, and each Indemnitee shall cooperate with Owner Borrower or its insurer(s) with respect thereto; providedPROVIDED, that Owner Borrower shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (i) during the continuance of any Event of Default. Default (except during the Section 1110 Period), (ii) if such proceedings would entail a material risk of the sale, forfeiture or loss of the Aircraft, (iii) if such proceedings would entail a risk of criminal liability or greater than de minimis risk of material civil penalties being imposed on such Indemnitee, or (iv) if an actual or potential material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel In connection with any such action, suit or proceeding being controlled by OwnerBorrower, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerBorrower; providedPROVIDED, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Borrower or its insurers to conduct such proceedings, interfere with the defense of such case. (ciii) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerBorrower, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.19.16. (div) In the case of any Expense indemnified by the Owner Borrower hereunder which is covered by a policy of insurance maintained by Owner Borrower pursuant to Section 4.06 of the IndentureSecurity Agreement, at Owner’s Borrower's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (ev) If an Indemnitee is not a party to this Agreement, Owner Borrower may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 9.16 prior to making any payment to such Indemnitee under this Section 89.16. (fvi) Nothing contained in this Section 8.1.5 9.16 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.17.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c7.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 7.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.17.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; providedprovided that, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; providedprovided that, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.17.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Trust Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 7 and Section 12.8 11.8 prior to making any payment to such Indemnitee under this Section 87. (f) Nothing contained in this Section 8.1.5 7.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the samesame without the consent of the Indemnitee. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s 's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its sole cost and expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control (using counsel reasonably satisfactory to the respective Indemnitee) the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (x) during the continuance of any Event of Default, (y) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any of the Collateral, unless Owner shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee with respect to such risk or (z) if such proceedings could entail any risk of criminal liability being imposed on such Indemnitee. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with its own counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 4.09 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenturea Security Agreement, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same.. PARTICIPATION AGREEMENT (2012-2) 23 (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case.this (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the IndentureIndenture or Section 4.01 of the Second Mortgage, at Owner’s 's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (ai) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Borrower is responsible under this Section 8.19.16, such Indemnitee shall notify Owner Borrower of the commencement thereof and Owner Borrower may, at its expense, participate in and to the extent that it shall wish (subject to the Loan Agreement (2013) NYDOCS01/1266448.20 provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.16(e)(iii), settle or compromise the same. (bii) Owner Borrower or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Borrower or its insurer(s) shall agree in writing not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.16 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.16, and each Indemnitee shall cooperate with Owner Borrower or its insurer(s) with respect thereto; provided, provided that Owner Borrower shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (i) during the continuance of any Event of DefaultDefault (except during the Section 1110 Period), (ii) if such proceedings would entail a material risk of the sale, forfeiture or loss of an Aircraft, (iii) if such proceedings would entail a risk of criminal liability or greater than de minimis risk of material civil penalties being imposed on such Indemnitee, or (iv) if an actual or potential material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel. In connection with any such action, suit or proceeding being controlled by OwnerBorrower, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerBorrower; provided, provided that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Borrower or its insurers to conduct such proceedings, interfere with the defense of such case. (ciii) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerBorrower, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.19.16. (div) In the case of any Expense indemnified by the Owner Borrower hereunder which is covered by a policy of insurance maintained by Owner Borrower pursuant to Section 4.06 of the IndentureSecurity Agreement, at OwnerBorrower’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (ev) If an Indemnitee is not a party to this Agreement, Owner Borrower may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 9.16 prior to making any payment to such Indemnitee under this Section 89.16. (fvi) Nothing contained in this Section 8.1.5 9.16 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.. Loan Agreement (2013) NYDOCS01/1266448.20

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenturea Security Agreement, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case If any action, suit suit, or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.1(S) 9.1 is brought against any Indemnitee, such Indemnitee shall notify Owner Lessee of the commencement thereof thereof, and Owner Lessee may, at its expense, participate in and and, to the extent that it shall wish so desires (subject to the provisions of the following paragraph), assume and control the its defense thereof and, subject to Section 8.1.5(c(S) 9.1.5(c), settle or compromise the sameit. (b) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit suit, or proceeding under this Section 8.1.5 (S) 9.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit suit, or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1(S) 9.1, and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; provided, that Owner Lessee shall not be entitled to control the defense of any such action, suit, proceeding or proceeding, or to compromise any such Expense during the continuance of Expense, while any Lease Event of DefaultDefault under (S) 14.1 of the Lease exists. In connection with any such Lessee-controlled action, suit suit, or proceeding being controlled by Ownerproceeding, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; providedLessee, provided that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the Lessee's prior written consent of Owner, (which consent shall not be unreasonably withheld or delayed), unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1(S) 9.1. (d) In To the case of extent that any Expense indemnified by the Owner Lessee hereunder which is may be covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the IndentureLessee, at Owner’s Lessee's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend defend, or compromise such that Expense as may be required to retain the benefits of such the insurance with respect to such for that Expense. (e) If an Indemnitee is not a party to this Agreement, Owner Lessee may require such that Indemnitee to agree in writing to the terms of this Section 8 (S) 9 and Section 12.8 prior to (S) 15.8 before making any payment to such Indemnitee under this Section 8(S) 9. (f) Nothing contained in this Section 8.1.5 herein shall be deemed to be an assumption by Lessee of obligations of Owner Trustee with respect to, or a guarantee by Lessee of, any amounts payable by Owner Trustee upon Equipment Notes or a guarantee of any residual value of the Aircraft. (g) Nothing in this (S) 9.1.5 shall require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.19.1, such Indemnitee shall notify Owner Lessee of the commencement thereof and Owner Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.1.5(c), settle or compromise the same. (b) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.1, and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; provided, that Owner Lessee shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Lease Event of DefaultDefault arising under Section 14.1 of the Lease. In connection with any such action, suit or proceeding being controlled by OwnerLessee, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLessee; provided, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerLessee, which consent shall not be unreasonably withheld or delayed, unless . Any settlement or compromise without such consent of Lessee shall be deemed a waiver by such Indemnitee waives of its right to be indemnified with respect to such Expense under this Section 8.19.1. (d) In the case of any Expense indemnified by the Owner Lessee hereunder which is covered by a policy of insurance maintained by Owner Lessee pursuant to Section 4.06 11 of the IndentureLease, at Owner’s Lessee's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner Lessee may require such Indemnitee to agree in writing to the terms of this Section 8 9 and Section 12.8 15.8 prior to making any payment to such Indemnitee under this Section 89. (f) Nothing herein shall be deemed to be an assumption by Lessee of obligations of Owner Trustee with respect to, or a guarantee by Lessee of, any amounts payable by Owner Trustee upon Equipment Notes or a guarantee of any residual value of the Aircraft. (g) Nothing contained in this Section 8.1.5 9.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8.. PARTICIPATION AGREEMENT (2011-1) (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8.. PARTICIPATION AGREEMENT (2010-1) (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.19.1, such Indemnitee shall notify Owner Lessee of the commencement thereof and Owner Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.1.5(c), settle or compromise the same. (b) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree in writing not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.1, and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; provided, that Owner Lessee shall not be entitled to control the defense of any such action, suit, or proceeding or compromise any such Expense (i) during the continuance of any Lease Event of DefaultDefault arising under Section 14.1 of the Lease, (ii) if such proceedings would entail a material risk of the sale, forfeiture or loss of the Aircraft or (iii) if such proceedings would entail a risk of criminal liability or greater than de minimis risk of material civil penalties being imposed on such Indemnitee. In connection with any such action, suit or proceeding being controlled by OwnerLessee, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLessee; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerLessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.be

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case.. PARTICIPATION AGREEMENT (2012-1) 24 (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.19.1, such Indemnitee shall notify Owner Lessee of the commencement thereof and Owner Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.1.5(c), settle or compromise the same. (b) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.1, and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; provided, that Owner Lessee shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Lease Event of DefaultDefault arising under Section 14.1 of the Lease. In connection with any such action, suit or proceeding being controlled by OwnerLessee, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLessee; provided, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerLessee, which consent shall not be unreasonably withheld or delayed, unless . Any settlement or compromise without such consent of Lessee shall be deemed a waiver by such Indemnitee waives of its right to be indemnified with respect to such Expense under this Section 8.19.1. (d) In the case of any Expense indemnified by the Owner Lessee hereunder which is covered by a policy of insurance maintained by Owner Lessee pursuant to Section 4.06 11 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.Lease,

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.19.1, such Indemnitee shall notify Owner Lessee of the commencement thereof and Owner Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.1.5(c), settle or compromise the same. (b) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree in writing not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.1, and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; provided, that Owner Lessee shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (i) during the continuance of any Lease Event of DefaultDefault arising under Section 14.1 of the Lease, (ii) if such proceedings would entail a material risk of the sale, forfeiture or loss of the Aircraft or (iii) if such proceedings would entail a risk of criminal liability or greater than de minimis risk of material civil penalties being imposed on such Indemnitee. In connection with any such action, suit or proceeding being controlled by OwnerLessee, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLessee; provided, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerLessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.19.1. (d) In the case of any Expense indemnified by the Owner Lessee hereunder which is covered by a policy of insurance maintained by Owner Lessee pursuant to Section 4.06 11 of the IndentureLease, at Owner’s Lessee's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner Lessee may require such Indemnitee to agree in writing to the terms of this Section 8 9 and Section 12.8 15.8 prior to making any payment to such Indemnitee under this Section 89. (f) Nothing herein shall be deemed to be an assumption by Lessee of obligations of Owner Trustee with respect to, or a guarantee by Lessee of, any amounts payable by Owner Trustee upon Equipment Notes or a guarantee of any residual value of the Aircraft. (g) Nothing contained in this Section 8.1.5 9.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (ai) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner the Grantor is responsible under this Section 8.15.14, such Indemnitee shall notify Owner the Grantor of the commencement thereof and Owner the Grantor may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and and, subject to clause (ii) below, control the defense thereof and, subject to Section 8.1.5(c), and settle or compromise the same. (bii) Owner The Grantor or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner the Grantor or its insurer(s) shall agree in writing not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 5.14 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.15.14, and each Indemnitee shall cooperate with Owner the Grantor or its insurer(s) with respect thereto; provided, that Owner the Grantor shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (i) Mortgage and Security Agreement 1005973744v2 during the continuance of any Event of DefaultDefault (except during the Section 1110 Period), (ii) if such proceedings would entail a material risk of the sale, forfeiture or loss of the Airframe or Engine or (iii) if such proceedings would likely, in the reasonable opinion of the Indemnitee, involve the imposition of material risk of criminal liability or any material civil liability on such Indemnitee. In connection with any such action, suit or proceeding being controlled by Ownerthe Grantor or its insurers, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Ownerthe Grantor; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Grantor or its insurers to conduct such proceedings, interfere with the defense of such case. (ciii) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayedthe Grantor, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.15.14. (div) In the case of any Expense indemnified by the Owner Grantor hereunder which is covered by a policy of insurance maintained by Owner the Grantor pursuant to Section 4.06 of the Indenturethis Mortgage, at Ownerthe Grantor’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (ev) If an Indemnitee is not a party to this AgreementMortgage, Owner the Grantor may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 5.14 prior to making any payment to such Indemnitee under this Section 85.14. (fvi) Nothing contained in this Section 8.1.5 5.14 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto. (vii) Notwithstanding anything to the contrary contained herein, the Grantor shall not under any circumstances be liable for the fees and expenses of more than one counsel for all Indemnitees with respect to any one claim unless a conflict of interest shall exist among such Indemnitees.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and thereof. Owner mayshall be entitled, at its sole cost and expense, participate in and acting through counsel reasonably acceptable to the extent respective Indemnitee, so long as Owner has acknowledged in writing its responsibility for such Expense hereunder (provided that it shall wish (subject to such acknowledgment does not apply if such Expense is covered by Section 8.1.2 or if the provisions decision of the following paragrapha court or arbitrator provides that Owner is not liable hereunder), (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control the defense thereof andthereof, and subject to Section 8.1.5(c), settle or compromise the same, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses, and subject to the provisions of Section 8.1.5(c), settle or compromise the same, to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Owner's sole expense, to participate therein. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control (using counsel reasonably satisfactory to the respective Indemnitee) the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (x) during the continuance of any Event of Default, (y) if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any of the Collateral, unless Owner shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee with respect to such risk or (z) if such proceedings could entail any risk of criminal liability being imposed on such Indemnitee. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with its own counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 4.09 of the Indenture, at Owner’s 's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1, such Indemnitee shall notify Owner of the commencement thereof and Owner may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c), settle or compromise the same. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Owner, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, that such Indemnitee’s participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner Lessee is responsible under this Section 8.19.1, such Indemnitee shall notify Owner Lessee of the commencement thereof and Owner Lessee may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c9.1.5(c), settle or compromise the same.. -------- * Confidential 45 (b) Owner Lessee or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner Lessee or its insurer(s) shall agree in writing not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 9.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.19.1, and each Indemnitee shall cooperate with Owner Lessee or its insurer(s) with respect thereto; provided, PROVIDED that Owner Lessee shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense (i) during the continuance of any Lease Event of DefaultDefault (except during the Section 1110 Period), (ii) if such proceedings would entail a material risk of the sale, forfeiture or loss of the Aircraft, (iii) if such proceedings would entail a risk of criminal liability or greater than de minimis risk of material civil penalties being imposed on such Indemnitee or (iv) if an actual or potential material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel. In connection with any such action, suit or proceeding being controlled by OwnerLessee, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to OwnerLessee; provided, PROVIDED that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Lessee or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of OwnerLessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.19.1. (d) In the case of any Expense indemnified by the Owner Lessee hereunder which is covered by a policy of insurance maintained by Owner Lessee pursuant to Section 4.06 11 of the IndentureLease, at Owner’s Lessee's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner Lessee may require such Indemnitee to agree in writing to the terms of this Section 8 9 and Section 12.8 16.8 prior to making any payment to such Indemnitee under this Section 89. (f) Nothing herein shall be deemed to be an assumption by Lessee of obligations of Owner Trustee with respect to, or a guarantee by Lessee of, any amounts payable by Owner Trustee upon the Note or a guarantee of any residual value of the Aircraft. (g) Nothing contained in this Section 8.1.5 9.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (ai) In case any action, suit or proceeding shall be brought against any Indemnitee Indemnified Party for which Owner the Construction Supervisor is responsible under this Section 8.1the Indemnity, such Indemnitee Indemnified Party shall promptly notify Owner the Construction Supervisor of the commencement thereof (provided that the failure to so provide such notice shall not relieve the Construction Supervisor from any liability which it may have to an Indemnified Party pursuant to the Indemnity) and Owner the Construction Supervisor may, at its cost and expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof thereof, with counsel reasonably satisfactory to such Indemnified Party and, subject to Section 8.1.5(cClause (iii), settle or compromise the same. (bii) Owner the Construction Supervisor or its insurer(s) shall have the right, at its or their cost and expense, to investigate or, if Owner or the Construction Supervisor and its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control defend, or participate in the defense of, any action, suit or proceeding, with counsel reasonably satisfactory to the relevant Indemnified Party, relating to any Expense Losses for which indemnification is sought pursuant to this Section 8.1the Indemnity, and each Indemnitee Indemnified Party shall cooperate cooperate, at the cost and expense of the Construction Supervisor, with Owner the Construction Supervisor or its insurer(s) with respect thereto; provided, that Owner the Construction Supervisor shall not be entitled to control the defense of any such action, suitsuit or proceeding (a) unless the Construction Supervisor shall have acknowledged in writing its obligation to indemnify such Indemnified Party in respect thereof (without prejudice to the Construction Supervisor's right to assert the Fault of the Indemnified Party), proceeding or compromise (b) if in the reasonable judgment of any Indemnified Party, any such Expense during action, suit or proceeding with respect to such Losses could have a material adverse impact on the continuance business of any Event such Indemnified Party or involve the potential imposition of Defaultcriminal liability on such Indemnified Party or involve a conflict of interest between such Indemnified Party and the Construction Supervisor. In connection with any such action, suit or proceeding being controlled by Ownerthe Construction Supervisor, such Indemnitee Indemnified Party shall have the right to participate therein, at its sole cost and expense, with counsel of its choice. The Construction Supervisor shall supply the Indemnified Party with such information reasonably requested by each Indemnified Party as is necessary or advisable for such Indemnified Party to control or participate in any proceeding to the extent permitted by this Section 2.3. Nothing contained in this Section 2.3 shall be deemed to require an Indemnified Party to contest any Loss or to control any action, suit or proceeding with respect thereto. (iii) Provided that the Construction Supervisor is not in default of its obligations under the Indemnity, an Indemnified Party shall not enter into a settlement or other compromise with respect to any Losses for which indemnification is sought hereunder without the prior written consent of the Construction Supervisor, which consent shall not be unreasonably withheld or delayed, unless such Indemnified Party waives its right to be indemnified with respect to such Losses under this Section 2.3. The Construction Supervisor shall not enter into a settlement or other compromise with respect to any Losses absent the giving to such Indemnified Party of prior written notice of such settlement or compromise, and the Construction Supervisor will not enter into such a settlement or other compromise absent such Indemnified Party prior written consent, which consent shall not be unreasonably withheld or delayed unless if in the reasonable judgment of such Indemnified Party, such settlement or compromise could have a material adverse impact on the business of such Indemnified Party or involve the potential imposition of criminal liability on such Indemnified Party; provided that such consent shall not be required if such settlement or compromise provides for the total and irrevocable release of such Indemnified Party with respect to all claims relating to such Losses without admission of any liability of such Indemnified Party with respect to such Losses and imposes no conditions or restrictions upon such Indemnified Party. (iv) In any circumstance in which the Construction Supervisor shall not be entitled to control the defense of any action, suit or proceeding described above, or compromise or settle any Losses, the Construction Supervisor shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory acceptable to Ownerthe involved Indemnified Party; provided, that such Indemnitee’s the Construction Supervisor's participation does not, shall not interfere in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere any way with the defense of such case. case or the overall strategy for the contesting thereof; provided, further, that nothing in this subparagraph (civ) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without prevent the prior written consent Construction Supervisor from bringing its own separate cause of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing action to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8extent permitted by Applicable Law. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case If any action, suit suit, or proceeding shall be brought against any Indemnitee for which Owner is responsible under this Section 8.1(S) 7.1 is brought against any Indemnitee, such Indemnitee shall notify Owner of the commencement thereof thereof, and Owner may, at its expense, participate in and and, to the extent that it shall wish so desires (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c(S) 7.1.5(c), settle or compromise the sameit. (b) Owner or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit suit, or proceeding under this Section 8.1.5 (S) 7.1.5 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit suit, or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1(S) 7.1, and each Indemnitee shall cooperate with Owner or its insurer(s) with respect thereto; provided, that Owner shall not be entitled to control the defense of any such action, suit, proceeding or proceeding, or to compromise any such Expense during the continuance of Expense, while any Event of DefaultDefault under (S) 5.01(a) of the Mortgage exists. In connection with any such Owner-controlled action, suit suit, or proceeding being controlled by Ownerproceeding, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Owner; provided, provided that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the Owner's prior written consent of Owner, (which consent shall not be unreasonably withheld or delayed), unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1(S) 7.1. (d) In To the case of extent that any Expense indemnified by the Owner hereunder which is may be covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the IndentureOwner, at Owner’s 's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend defend, or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 (S) 7 and Section 12.8 prior to (S) 11.8 before making any payment to such Indemnitee under this Section 8(S) 7. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.(S)

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner the Company is responsible under this Section 8.1Article 6, such Indemnitee shall notify Owner the Company of the commencement thereof and Owner the Company may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c6.4(c), settle or compromise the same. (b) Owner The Company or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner the Company or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 6.4 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1Article 6, and each Indemnitee shall cooperate with Owner the Company or its insurer(s) with respect thereto; providedPROVIDED, that Owner the Company shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Ownerthe Company, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Ownerthe Company; providedPROVIDED, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Company or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1. (d) In the case of any Expense indemnified by the Owner hereunder which is covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of the Indenture, at Owner’s expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this Agreement, Owner may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 prior to making any payment to such Indemnitee under this Section 8. (f) Nothing contained in this Section 8.1.5 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.

Notice of Proceedings; Defense of Claims; Limitations. (a) In case any action, suit or proceeding shall be brought against any Indemnitee for which Owner the Company is responsible under this Section 8.1Article 6, such Indemnitee shall notify Owner the Company of the commencement thereof and Owner the Company may, at its expense, participate in and to the extent that it shall wish (subject to the provisions of the following paragraph), assume and control the defense thereof and, subject to Section 8.1.5(c6.4(c), settle or compromise the same. (b) Owner The Company or its insurer(s) shall have the right, at its or their expense, to investigate or, if Owner the Company or its insurer(s) shall agree not to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under this Section 8.1.5 6.4 for indemnification hereunder or under any insurance policies pursuant to which coverage is sought, control the defense of, any action, suit or proceeding, relating to any Expense for which indemnification is sought pursuant to this Section 8.1Article 6, and each Indemnitee shall cooperate with Owner the Company or its insurer(s) with respect thereto; providedPROVIDED, that Owner the Company shall not be entitled to control the defense of any such action, suit, proceeding or compromise any such Expense during the continuance of any Event of Default. In connection with any such action, suit or proceeding being controlled by Ownerthe Company, such Indemnitee shall have the right to participate therein, at its sole cost and expense, with counsel reasonably satisfactory to Ownerthe Company; providedPROVIDED, that such Indemnitee’s 's participation does not, in the reasonable opinion of the independent counsel appointed by the Owner Company or its insurers to conduct such proceedings, interfere with the defense of such case. (c) In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Expense without the prior written consent of Ownerthe Company, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 8.1Article 6. (d) In the case of any Expense indemnified by the Owner Company hereunder which is covered by a policy of insurance maintained by Owner the Company pursuant to Section 4.06 of the Indenturea Collateral Agreement, at Owner’s the Company's expense, each Indemnitee agrees to cooperate with the insurers in the exercise of their rights to investigate, defend or compromise such Expense as may be required to retain the benefits of such insurance with respect to such Expense. (e) If an Indemnitee is not a party to this AgreementIndenture, Owner the Company may require such Indemnitee to agree in writing to the terms of this Section 8 and Section 12.8 Article 6 prior to making any payment to such Indemnitee under this Section 8Article 6. (f) Nothing contained in this Section 8.1.5 6.4 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto.