Owner Participant to Indemnify Owner Trustee. The Owner Participant hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and hereby indemnify, protect, save and keep harmless FSB in its individual capacity and its successors, assigns, legal representatives, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by FSB in its individual capacity on or measured by any compensation received by FSB in its individual capacity for its services hereunder or in connection with the transactions contemplated by the Operative Documents), claims, actions, suits, costs, expenses or disbursements (including, without limitation, reasonable ongoing fees of the Owner Trustee, reasonable legal fees and expenses, and including without limitation any liability of an owner, any strict liability and any liability without fault) of any kind and nature whatsoever which may be imposed on, incurred by or asserted against FSB in its individual capacity (whether or not also indemnified against by Lessee under the Lease or under the Participation Agreement or also indemnified against by any other person but only to the extent not otherwise paid or reimbursed by Lessee or such other person) in any way relating to or arising out of this Trust Agreement or any of the Operative Documents or the enforcement of any of the terms of any thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Estate or the action or inaction of the Owner Trustee or FSB in its individual capacity hereunder, except (a) in the case of willful misconduct or gross negligence on the part of the Owner Trustee or FSB in its individual capacity in the performance or non-performance of its duties hereunder or (b) those resulting from the inaccuracy of any representation or warranty of FSB in its individual capacity (or from the failure of FSB in its individual capacity to perform any covenant) in Section 6.03 hereof, in Section 6.03 of the Trust Indenture or, with respect to representations or warranties of FSB in its...
Owner Participant to Indemnify Owner Trustee. The Owner Participant agrees to pay (or reimburse the Owner Trustee, in its individual capacity, for) all reasonable fees (including its ongoing administrative fees) and expenses of the Owner Trustee, in its individual capacity, hereunder, including, without limitation, the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee, in its individual capacity, may employ in connection with the exercise and performance of its rights and duties hereunder, under the Facility Lease or any other Transaction Document. The Owner Participant agrees to assume liability for, and to indemnify the Owner Trustee, in its individual capacity, against and from, any and all liabilities, obligations, losses, damages, taxes, claims, actions, suits, costs, expenses and disbursements (including legal fees and expenses) of any kind and nature whatsoever (collectively, "Expenses") which may be imposed on, incurred by or asserted at any time against the Owner Trustee, in its individual capacity, (whether or not indemnified against by other parties) in any way relating to or arising out of the administration of the Trust Estate or the action or inaction of the Owner Trustee, in its individual capacity, hereunder, under the Facility Lease or any other Transaction Document; provided, that the Owner Participant shall not be required to indemnify the Owner Trustee, in its individual capacity, for Expenses arising or resulting from any of the matters described in the last sentence of Section 6.1(a) hereof; and provided further that the Owner Participant shall be required to indemnify the Owner Trustee only if and to the extent that the Owner Trustee, in its individual capacity, does not receive payment from the Lessee within a reasonable period of time after demand on the Lessee therefor. The indemnities contained in this Section 7.1 shall survive the termination of this Agreement.
