Common use of Owner Participant to Indemnify SBC Clause in Contracts

Owner Participant to Indemnify SBC. The Owner Participant hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and hereby indemnifies, protects, saves and keeps harmless SBC in its individual capacity and its successors, assigns, legal representatives and agents, from and against any and all Losses indemnified against by Lessee pursuant to Section 7(b) or 7(c) of the Participation Agreement, disregarding those exclusions contained in clause (3) of Section 7(b)(ii) and in clauses (A) and (B) of Section 7(c)(ii), and, to the extent that SBC acts in its capacity as Owner Trustee and in accordance with instructions received from the Owner Participant, clause (E) of Section 7(c)(ii), and except (a) in the case of willful misconduct or gross negligence on the part of the Owner Trustee or SBC in the performance or nonperformance of its duties hereunder or under any of the other Operative Agreements to which the Owner Trustee is a party, (b) those claims resulting from the inaccuracy of any representation or warranty of SBC (or from the failure of SBC to perform any of its covenants) in Section 6.03 hereof or in any of the other Operative Agreements, (c) as may result from a breach by SBC of its covenant in the last sentence of Section 5.04 hereof or a breach by SBC of any other of its covenants contained herein or (d) in the case of the failure to use ordinary care on the part of the Owner Trustee or SBC in the receipt or disbursement of funds; provided, however, that the exception set forth in clause (a) of this Section 7.01 shall not apply to any action taken or omission made by the Owner Trustee pursuant to and in accordance with written directions given to the Owner Trustee by the Owner Participant. The indemnities contained in this Section 7.01 extend to SBC only in its individual capacity and shall not be construed as indemnities of the Trust Indenture Estate or the Trust Estate (except to the extent, if any, that SBC has been reimbursed by the Trust Indenture Estate or the Trust Estate for amounts covered by the indemnities contained in this Section 7.01). The indemnities contained in this Section 7.01 shall survive the termination of this Trust Agreement. In addition, if necessary, SBC shall be entitled to indemnification from the Trust Estate, subject to the provisions of Section 4.01 hereof and the Lien of the Trust Indenture, for any liability, obligation, loss, damage, penalty, tax, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee, the Owner Participant or others, but without releasing any of them from their respective agreements of reimbursement; and, to secure the same, SBC shall have a lien on the Trust Estate, subject to the provisions of Section 4.01 hereof and the Lien of the Trust Indenture, which shall be prior to any interest therein of the Owner Participant. The payor of any indemnity under this Article VII shall be subrogated to any right of the person indemnified in respect of the matter as to which such indemnity was paid. Notwithstanding the foregoing, SBC shall not make any claim under this Section 7.01 for any claim, loss, tax or other liability indemnified against by the Lessee under the Participation Agreement without first making demand on the Lessee for payment of such claim, loss, tax or other liability, and pursuing such demand on a reasonable basis for a reasonable length of time. TRUST AGREEMENT [N602SW] -11- 17 ARTICLE VIII TRANSFER OF THE OWNER PARTICIPANT'S INTEREST

Owner Participant to Indemnify SBC. The Owner Participant hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and hereby indemnifies, protects, saves and keeps harmless SBC in its individual capacity and its successors, assigns, legal representatives and agents, from and against any and all Losses indemnified against by Lessee pursuant to Section 7(b) or 7(c) of the Participation Agreement, disregarding those exclusions contained in clause (3) of Section 7(b)(ii) and in clauses (A) and (B) of Section 7(c)(ii), and, to the extent that SBC acts in its capacity as the Owner Trustee and in accordance with instructions received from the Owner Participant, clause (E) of Section 7(c)(ii), and except (a) in the case of willful misconduct or gross negligence on the part of the Owner Trustee or SBC in the performance or nonperformance of its duties hereunder or under any of the other Operative Agreements to which the Owner Trustee is a party, (b) those claims resulting from the inaccuracy of any representation or warranty of SBC (or from the failure of SBC to perform any of its covenants) in Section 6.03 hereof or in any of the other Operative Agreements, (c) as may result from a breach by SBC of its covenant in the last sentence of Section 5.04 hereof TRUST AGREEMENT [N604SW] -10- 16 or a breach by SBC of any other of its covenants contained herein or (d) in the case of the failure to use ordinary care on the part of the Owner Trustee or SBC in the receipt or disbursement of funds; provided, however, that the exception set forth in clause (a) of this Section 7.01 shall not apply to any action taken or omission made by the Owner Trustee pursuant to and in accordance with written directions given to the Owner Trustee by the Owner Participant. The indemnities contained in this Section 7.01 extend to SBC only in its individual capacity and shall not be construed as indemnities of the Trust Indenture Estate or the Trust Estate (except to the extent, if any, that SBC has been reimbursed by the Trust Indenture Estate or the Trust Estate for amounts covered by the indemnities contained in this Section 7.01). The indemnities contained in this Section 7.01 shall survive the termination of this Trust Agreement. In addition, if necessary, SBC shall be entitled to indemnification from the Trust Estate, subject to the provisions of Section 4.01 hereof and the Lien of the Trust Indenture, for any liability, obligation, loss, damage, penalty, tax, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee, the Owner Participant or others, but without releasing any of them from their respective agreements of reimbursement; and, to secure the same, SBC shall have a lien on the Trust Estate, subject to the provisions of Section 4.01 hereof and the Lien of the Trust Indenture, which shall be prior to any interest therein of the Owner Participant. The payor of any indemnity under this Article VII shall be subrogated to any right of the person indemnified in respect of the matter as to which such indemnity was paid. Notwithstanding the foregoing, SBC shall not make any claim under this Section 7.01 for any claim, loss, tax or other liability indemnified against by the Lessee under the Participation Agreement without first making demand on the Lessee for payment of such claim, loss, tax or other liability, and pursuing such demand on a reasonable basis for a reasonable length of time. TRUST AGREEMENT [N602SW] -11- 17 ARTICLE VIII TRANSFER OF THE OWNER PARTICIPANT'S INTEREST.

Owner Participant to Indemnify SBC. The Owner Participant hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and hereby indemnifies, protects, saves and keeps harmless SBC in its individual capacity and its successors, assigns, legal representatives and agents, from and against any and all Losses indemnified against by Lessee pursuant to Section 7(b) or 7(c) of the Participation Agreement, disregarding those exclusions contained in clause (3) of Section 7(b)(ii) and in clauses (A) and (B) of Section 7(c)(ii), and, to the extent that SBC acts in its capacity as the Owner Trustee and in accordance with instructions received from the Owner Participant, clause (E) of Section 7(c)(ii), and except (a) in the case of willful misconduct or gross negligence on the part of the Owner Trustee or SBC in the performance or nonperformance of its duties hereunder or under any of the other Operative Agreements to which the Owner Trustee is a party, (b) those claims resulting from the inaccuracy of any representation or warranty of SBC (or from the failure of SBC to perform any of its covenants) in Section 6.03 hereof or in any of the other Operative Agreements, (c) as may result from a breach by SBC of its covenant in the last sentence of Section 5.04 hereof or a breach by SBC of any other of its covenants contained herein or (d) in the case of the failure to use ordinary care on the part of the Owner Trustee or SBC in the receipt or disbursement of funds; provided, however, that the exception set forth in clause (a) of this Section 7.01 shall not apply to any action taken or omission made by the Owner Trustee pursuant to and in accordance with written directions given to the Owner Trustee by the Owner Participant. The indemnities contained in this Section 7.01 extend to SBC only in its individual capacity and shall not be construed as indemnities of the Trust Indenture Estate or the Trust Estate (except to the extent, if any, that SBC has been reimbursed by the Trust Indenture Estate or the Trust Estate for amounts covered by the indemnities contained in this Section 7.01). The indemnities contained in this Section 7.01 shall survive the termination of this Trust Agreement. In addition, if necessary, SBC shall be entitled to indemnification from the Trust Estate, subject to the provisions of Section 4.01 hereof and the Lien of the Trust Indenture, for any liability, obligation, loss, damage, penalty, tax, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee, the Owner Participant or others, but without releasing any of them from their respective agreements of reimbursement; and, to secure the same, SBC shall have a lien on the Trust Estate, subject to the provisions of Section 4.01 hereof and the Lien of the Trust Indenture, which shall be prior to any interest therein of the Owner Participant. The payor of any indemnity under TRUST AGREEMENT [N605SW] -11- 17 this Article VII shall be subrogated to any right of the person indemnified in respect of the matter as to which such indemnity was paid. Notwithstanding the foregoing, SBC shall not make any claim under this Section 7.01 for any claim, loss, tax or other liability indemnified against by the Lessee under the Participation Agreement without first making demand on the Lessee for payment of such claim, loss, tax or other liability, and pursuing such demand on a reasonable basis for a reasonable length of time. TRUST AGREEMENT [N602SW] -11- 17 ARTICLE VIII TRANSFER OF THE OWNER PARTICIPANT'S INTEREST.

Owner Participant to Indemnify SBC. The Owner Participant hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and hereby indemnifies, protects, saves and keeps harmless SBC in its individual capacity and its successors, assigns, legal representatives and agents, from and against any and all Losses indemnified against by Lessee pursuant to Section 7(b) or 7(c) of the Participation Agreement, disregarding those exclusions contained in clause (3) of Section 7(b)(ii) and in clauses (A) and (B) of Section 7(c)(ii), and, to the extent that SBC acts in its capacity as Owner Trustee and in accordance with instructions received from the Owner Participant, clause (E) of Section 7(c)(ii), and except (a) in the case of willful misconduct or gross negligence on the part of the Owner Trustee or SBC in the performance or nonperformance of its duties hereunder or under any of the other Operative Agreements to which the Owner Trustee is a party, (b) those claims resulting from the inaccuracy of any representation or warranty of SBC (or from the failure of SBC to perform any of its covenants) in Section 6.03 hereof or in any of the other Operative Agreements, (c) as may result from a breach by SBC of its covenant in the last sentence of Section 5.04 hereof or a breach by SBC of any other of its covenants contained herein or (d) in the case of the failure to use ordinary care on the part of the Owner Trustee or SBC in the receipt or disbursement of funds; provided, however, that the exception set forth in clause (a) of this Section 7.01 shall not apply to any action taken or omission made by the Owner Trustee pursuant to and in accordance with written directions given to the Owner Trustee by the Owner Participant. The indemnities contained in this Section 7.01 extend to SBC only in its individual capacity and shall not be construed as indemnities of the Trust Indenture Estate or the Trust Estate (except to the extent, if any, that SBC has been reimbursed by the Trust Indenture Estate or the Trust Estate for amounts covered by the indemnities contained in this Section 7.01). The indemnities contained TRUST AGREEMENT [N396SW] -11- 17 in this Section 7.01 shall survive the termination of this Trust Agreement. In addition, if necessary, SBC shall be entitled to indemnification from the Trust Estate, subject to the provisions of Section 4.01 hereof and the Lien of the Trust Indenture, for any liability, obligation, loss, damage, penalty, tax, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee, the Owner Participant or others, but without releasing any of them from their respective agreements of reimbursement; and, to secure the same, SBC shall have a lien on the Trust Estate, subject to the provisions of Section 4.01 hereof and the Lien of the Trust Indenture, which shall be prior to any interest therein of the Owner Participant. The payor of any indemnity under this Article VII shall be subrogated to any right of the person indemnified in respect of the matter as to which such indemnity was paid. Notwithstanding the foregoing, SBC shall not make any claim under this Section 7.01 for any claim, loss, tax or other liability indemnified against by the Lessee under the Participation Agreement without first making demand on the Lessee for payment of such claim, loss, tax or other liability, and pursuing such demand on a reasonable basis for a reasonable length of time. TRUST AGREEMENT [N602SW] -11- 17 ARTICLE VIII TRANSFER OF THE OWNER PARTICIPANT'S INTEREST.