Common use of Scope of Indemnification Clause in Contracts

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's ’s indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, Company hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Trustee, in each of its capacities hereunder, including in its individual and trust capacities)capacity, and its successors, assigns, agents and servants, from and against any and all liabilitiesliabilities (including strict tort liability), obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on taxes, fees or other charges on, based on, or measured by by, any fees or compensation received by the Mortgagee Trustee for its services under this Trust Indenturerendered in connection with the transactions contemplated hereby), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Estate or the Trustee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture, any Indenture Supplement or any other Operative Agreement to which it is a party the Equipment Notes, 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, registration, re-registration, possession, use, operation, condition, sale, return or other disposition of the Aircraft Items of Equipment or any Engine part thereof (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee Company hereunder, or the Trustee hereunder except only in the case of willful misconduct misconduct, bad faith or gross negligence (or negligence in the case handling of handling funds) of the Mortgagee Trustee in the performance of its duties hereunder or resulting from the inaccuracy breach of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; representations and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementwarranties set forth herein.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate Collateral or the action or inaction of the Mortgagee hereunder except only Indenture Trustee hereunder. Without limiting the foregoing, the Indenture Trustee agrees that, prior to seeking indemnification from the Collateral, it will demand, and take such action as it may in its discretion determine to be reasonable to pursue, indemnification available to the case of Indenture Trustee under the Participation Agreement. Notwithstanding the foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Taxes or Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 7(b) and 7(c) of the Participation Agreement from Lesseethe Owner's indemnities under such Sections. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate Collateral for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 8.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation AgreementCollateral.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in Indenture Trustee hereunder, to the case extent not reimbursed by Lessee. Notwithstanding any provision to the contrary herein, the scope of the Owner Trustee's indemnity obligations under this Section 7.01 shall not exceed the scope of the indemnity obligations of Lessee under the Participation Agreement and the Lease; and the Indenture Trustee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and take such action as it may determine to be reasonable to pursue, indemnification available to the Indenture Trustee under the Lease or the Participation Agreement. Notwithstanding the foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 6(b) and 6(c) of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available The Owner Trustee shall be subrogated to the Mortgagee Indenture Trustee's rights, if any, to payment from Lessee for amounts paid by the Owner Trustee under the Lease or the Participation Agreementthis Section 7.01.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only Indenture Trustee hereunder, to the extent not reimbursed by Lessee. Without limiting the foregoing, the Indenture Trustee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and take such action as it may in its discretion determine to be reasonable to pursue, indemnification available to the case of Indenture Trustee under the Lease or the Participation Agreement. Notwithstanding the foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Taxes or Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 7(b) and 7(c) of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available The Owner Trustee shall be subrogated to the Mortgagee Indenture Trustee's rights, if any, to any indemnity payment from Lessee for the amounts paid by the Owner Trustee under the Lease or the Participation Agreementthis Section 7.01.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (in its individual capacity and as trustee) from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, Trust Indenture 82 - 77 - acceptance, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants, thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture Xxxxx Xxxxxxxxx or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only Indenture Trustee hereunder, to the extent not reimbursed by Lessee. Without limiting the foregoing, the Indenture Trustee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and take such action as it may in its discretion determine to be reasonable to pursue, indemnification available to the case of Indenture Trustee under the Lease or the Participation Agreement. Notwithstanding the foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 7(b) and 7(c) of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not in ------------------------ its individual capacity, but solely in its capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual and trust capacities)capacity, and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee in its individual capacity (whether or not also agreed to be indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any Indenture, the Certificates, the other Operative Agreement to which it is a party Agreements 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the any Aircraft or any Engine or any part thereof (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or TRUST INDENTURE gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee (Indenture Trustee in its individual capacitycapacity in the Special Participation Agreement, (iii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 hereof 2.05 or in the last sentence of Section 5.04 hereof, or as (iv) to the extent otherwise excluded by the terms of Section 9.1 or 9.3 8.1 of the any Participation Agreement from the Lessee's indemnities general indemnity under such Sectionssaid Section. In addition, if necessary, the Mortgagee The Indenture Trustee in its individual capacity shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in Indenture Trustee hereunder, to the case extent not reimbursed by Lessee. Notwithstanding any provision to the contrary herein, the scope of the Owner Trustee's indemnity obligations under this Section 7.01 shall not exceed the scope of the indemnity obligations of Lessee under the Participation Agreement; and the Indenture Trustee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and take such action as it may determine to be reasonable to pursue, indemnification available to the Indenture Trustee under the Participation Agreement. Notwithstanding the foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 6(b) and 6(c) of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The Owner Trustee shall be subrogated to the Indenture Trustee's rights, if any, to payment from Lessee for amounts paid by the Owner Trustee under this Section 7.01. Notwithstanding the foregoing, (i) no recourse shall be had with respect to this Trust Indenture against the Mortgagee agrees thatOwner Trustee in its individual capacity or against any institution or Person which becomes a successor trustee or co-trustee or any officer, prior director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them, and (ii) none of the Owner Trustee, in its individual capacity, the Owner Participant, the Indenture Trustee and any officer, director, trustee, servant, employee, agent or direct or indirect parent or controlling Person or Persons of any of them shall have any personal liability for any amounts payable, or other obligation owed, hereunder, under the Participation Agreement or any of the other Operative Documents or under the Equipment Notes except as expressly provided herein or in the Participation Agreement; provided, however, that nothing contained in this Section 7.01 shall be construed to seeking indemnification from limit the exercise and enforcement in accordance with the terms of this Trust Indenture or such other agreements of rights and remedies against the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof), to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in Indenture Trustee hereunder. Notwithstanding the case of foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof6.03, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof5.04, or as otherwise excluded by the terms of Section 9.1 or 9.3 6(b) of the Participation Agreement from LesseeOwner's indemnities under such SectionsSection. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 8.01 to the extent not reimbursed by Lessee Owner or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available Owner shall be subrogated to the Mortgagee Indenture Trustee's rights, if any, to payment from Lessee Owner for amounts payable by Owner under the Lease or the Participation Agreementthis Section 8.01.

Scope of Indemnification. The Owner TrusteeIn the event that the transactions provided for in this Agreement are completed and it is subsequently determined that the Corporation or the Buyer or any agent, not in its individual capacityemployee, but solely as Owner Trusteeaffiliate, hereby agreessuccessor or nominee of the Corporation or the Buyer, whether or not any of the transactions contemplated hereby shall be consummatedofficers, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof directors, shareholders, subsidiaries, affiliates, employees and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party or the enforcement of any of the terms of aforesaid (collectively the "Indemnified Parties") has or is subject to any thereofloss, damage, liability, deficiency, claim, cost, recovery, expense (including interest, penalties and reasonable legal fees), assessment or in any way relating to or re-assessment (collectively the "Claims") arising out of or from, the manufactureincorrectness, purchase, acceptancefailure, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return compliance or other disposition breach of any representation, warranty or covenant made by the Sellers pursuant to this Agreement, notwithstanding any investigations made by the Buyer or its representatives, and including any accounts receivables of the Aircraft or any Engine (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out Corporation existing as of the administration Time of Closing which have not been collected within 120 days from the Time of Closing, the Sellers unconditionally agree to indemnify and save harmless the Indemnified Parties for the amount of such Claims and accounts receivables. The obligation of the Trust Indenture Estate or Sellers to indemnify the action or inaction of Indemnified Parties pursuant to the Mortgagee hereunder except only foregoing is limited, in the case of willful misconduct or gross negligence (or negligence accounts receivables of the Corporation, to the amount of accounts receivable which have not been collected in full within 120 days of the Closing Date and which, in the case of handling fundsaggregate, exceed fifteen percent (15%) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy aggregate amount (before deduction of any reserve or allowance for doubtful accounts) of all accounts receivable of the Corporation on the Closing Date. The Sellers shall further indemnify the Buyer with respect to any Claims arising from SysGold Inc. not complying with the Excise Tax Act. Any claim against the Sellers under this section shall be in writing and shall be made within one hundred and twenty (120) days of the date on which such representation or warranty ceases to survive according to the provisions of this Agreement. The Indemnified Parties shall forthwith notify the Mortgagee (Sellers of any liability or claim for which the Sellers may be liable hereunder promptly after the Indemnified Parties receive notice thereof and the Sellers shall have the right to participate in any negotiations with respect thereto. The Sellers shall at all times have the right, at its individual capacity) referred joint sole expense, to in Section 6.03 hereofdispute and contest any liability to, or as claim asserted by, any person other than the Indemnified Parties for which the Sellers may be liable hereunder, provided that the Sellers first admits to the Buyer that if there is a liability in Section 6.01 hereof or in the last sentence respect of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessaryclaim, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate Sellers is responsible for any such liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demandThe Indemnified Parties shall, and diligently pursue shall cause the Corporation to, fully co-operate with the Sellers and its counsel in good faith (but any proceedings with no duty respect to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementany such liability.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only Indenture Trustee hereunder, to the extent not reimbursed by Lessee. Without limiting the foregoing, the Indenture Trustee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and take such action as it may in its discretion determine to be reasonable to pursue, indemnification available to the case of Indenture Trustee under the Lease or the Participation Agreement. Notwithstanding the foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Taxes or Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 7(b) and 7(c) of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (in its individual capacity and as trustee) from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating Trust Indenture to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only Indenture Trustee hereunder, to the extent not reimbursed by Lessee. Without limiting the foregoing, the Indenture Trustee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and take such action as it may in its discretion determine to be reasonable to pursue, indemnification available to the case of Indenture Trustee under the Lease or the Participation Agreement. Notwithstanding the foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 7(b) and 7(c) of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in Indenture Trustee hereunder. Notwithstanding the case of foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 6(b) of the Participation Agreement from LesseeOwner's indemnities under such SectionsSection. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee Owner or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available Owner shall be subrogated to the Mortgagee Indenture Trustee's rights, if any, to payment from Lessee Owner for amounts payable by the Owner under the Lease or the Participation Agreementthis Section 7.01.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants, thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the Trust Indenture extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee from and after the Restatement Date (whether or not also agreed to be Trust Indenture 81 - 76 - indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants, thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (( expressly made in its individual capacity) in or referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective re- spective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, Borrower hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any the indemnity furnished as contemplated by pursuant to Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does do hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), Lender and its successors, assigns, agents and servants, from and against any and all liabilitiesliabilities (including strict tort liability), obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on taxes, fees or other charges on, based on, or measured by by, its gross or net receipts or its gross or net income, or any compensation received by business or similar taxes, any transfer taxes, or any withholding taxes related to the Mortgagee for its services under this Trust Indenturepayment of principal, Prepayment Premium, if any, or interest on the Note to Lender), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Collateral or Lender (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party Loan and Security Agreement, the Note, the Lease 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, registration, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate Collateral or the action or inaction of the Mortgagee Borrower or Lender hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Lender in the performance of its duties hereunder or resulting from the inaccuracy breach of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as representations and warranties set forth herein; provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities that Lender shall not make any claim under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed for any claim or expense indemnified against by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation AgreementLease.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (in its individual capacity and as trustee) from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 Trust Indenture 83 - 78 - of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In addition, if necessaryto the Indenture Trustee thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (in its individual capacity and as trustee) from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.hereof or

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from Trust Indenture and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants, thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall Trust Indenture have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate Collateral or the action or inaction of the Mortgagee hereunder except only Indenture Trustee hereunder. Without limiting the foregoing, the Indenture Trustee agrees that, prior to seeking indemnification from the Collateral, it will demand, and take such action as it may in its discretion determine to be reasonable to pursue, indemnification available to the case of Indenture Trustee under the Participation Agreement. Notwithstanding the foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Taxes or Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 7(b) and 7(c) of the Participation Agreement from Lessee's the Owner’s indemnities under such Sections. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate Collateral for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 8.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation AgreementCollateral.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to Trust Indenture assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (in its individual capacity and as trustee) from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants, thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent Trust Indenture not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not Trust Indenture any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants, thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or Trust Indenture disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate Collateral or the action or inaction of the Mortgagee hereunder except only Indenture Trustee hereunder. Without limiting the foregoing, the Indenture Trustee agrees that, prior to seeking indemnification from the Collateral, it will demand, and take such action as it may in its discretion determine to be reasonable to pursue, indemnification available to the case of Indenture Trustee under the Participation Agreement. Notwithstanding the foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Taxes or Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 7(b) and 7(c) of the Participation Agreement from Lesseethe Owner's indemnities under such Sections. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate Collateral for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 8.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture EstateCollateral. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.ARTICLE IX

Scope of Indemnification. The Owner Trustee, not In addition to all other sums due hereunder or provided for in its individual capacity, but solely as Owner Trustee, hereby agrees, whether this Agreement or not any of the transactions contemplated hereby shall be consummatedother Documents and any and all obligations of TCHI, except Funding and the Partnership to indemnify the Funds hereunder or under any of the other Documents, TCHI, Funding and the Partnership, jointly and severally, shall, without limitation as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof time, indemnify and except as otherwise provided in Section 2.03 or 2.04(b) hereofhold harmless each Fund, its Affiliates, and the employees, officers, directors, trustees, and agents of each Fund and its Affiliates, including attorneys and consultants (individually, an "Indemnified Party" and collectively, the "Indemnified Parties"), to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servantsfullest extent lawful, from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiesliabilities, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine costs (including, without limitation, latent reasonable costs of preparation and reasonable attorneys' fees) and expenses, including expenses of investigation (collectively, "Losses"), incurred by any Indemnified Party, as a consequence of any claim by or obligation to a third party which arises out of or in connection with this Agreement or the other defectsDocuments or the transactions contemplated hereby or thereby (or any other document or instrument executed herewith or pursuant hereto or thereto), whether or not discoverablethe transactions contemplated by this Agreement or such other Documents are consummated and whether or not any Indemnified Party is a formal party to any Proceeding; provided, and however, that neither TCHI, Funding nor the Partnership shall be liable to any claim Indemnified Party for patent, trademark or copyright infringement)any Losses (i) resulting from a violation by such Indemnified Party of a legal restriction on its investment powers, or in any way relating (ii) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or arising review) that such Losses arose primarily out of the administration of the Trust Indenture Estate gross negligence or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in of such Indemnified Party. Subject to the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or reimbursement obligation set forth in the last sentence of Section 5.04 2.6.2 hereof, or each of TCHI, Funding and the Partnership agrees promptly to reimburse any Indemnified Party for all such Losses as otherwise excluded they are incurred and disclosed to TCHI, Funding and the Partnership in writing by such Indemnified Party. The obligations of each of TCHI, Funding and the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee Partnership to each Indemnified Party hereunder shall be separate obligations, and the liability of each of TCHI, Funding and the Partnership to any Indemnified Party hereunder shall not be extinguished solely because any other Indemnified Party is not entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementindemnity hereunder.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, Trustee hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section (ss.) 2.03 or (ss.) 2.04(b) hereof), to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual Loan Trustee and trust capacities)WTC, and its their successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee WTC on or measured by any compensation received by the Mortgagee WTC for its services under this Trust IndentureMortgage), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Loan Trustee or WTC (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture Mortgage or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, including latent or other defects, whether or not discoverable, and any claim for patent, trademark trademark, or copyright infringement), or in any way relating to or arising out of the administration of the Trust Indenture Estate Collateral or the action or inaction of Loan Trustee or WTC hereunder, to the Mortgagee hereunder except only in extent not reimbursed by Lessee. Notwithstanding the case of foregoing, neither Loan Trustee nor WTC shall be entitled to any indemnification for any Expenses to the extent relating to or arising from its willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) WTC referred to in Section 6.03 hereof(ss.) 6.03, or as provided in Section (ss.) 6.01 hereof or in the last sentence of Section 5.04 hereof(ss.) 5.04, or as otherwise excluded by the terms of Section (ss.) 9.1 or and (ss.) 9.3 of the Participation Agreement from Lessee's indemnities under such Sectionssections. In addition, if necessary, the Mortgagee Loan Trustee and WTC shall be entitled to indemnification from the Trust Indenture Estate Collateral for 2002 EETC - Mortgage (LL) (11) 52 Mortgage N__TZ any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section (ss.) 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Loan Trustee and WTC shall have a prior Lien on the Trust Indenture EstateCollateral. Without limiting the foregoing, the Mortgagee Loan Trustee agrees that, prior to seeking indemnification from the Trust Indenture EstateCollateral, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee Loan Trustee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof), to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in Indenture Trustee hereunder. Notwithstanding the case of foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof6.03, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof5.04, or as otherwise excluded by the terms of Section 9.1 or 9.3 6(b) of the Series G Participation Agreement from LesseeOwner's indemnities under such SectionsSection. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 8.01 to the extent not reimbursed by Lessee Owner or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available Owner shall be subrogated to the Mortgagee Indenture Trustee's rights, if any, to payment from Lessee Owner for amounts payable by Owner under the Lease or the Participation Agreementthis Section 8.01.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (in its individual capacity and as trustee) from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner TrusteeCompany shall indemnify, not and upon request shall advance expenses to, in its individual capacitythe manner and to the fullest extent permitted by law, but solely as Owner Trusteethe Employee (or the estate of the Employee) if he was or is a party to, hereby agreesor is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or not any otherwise, by reason of the transactions contemplated hereby fact that the Employee is or was a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, against any liability which may be asserted against the Employee during the term of the Employee's employment hereunder or during the five years immediately following the termination or expiration of the term of this Agreement. To the fullest extent permitted by law, the indemnification and advances provided for herein shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee include expenses (in its individual and trust capacitiesincluding reasonable attorneys' fees), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damagesjudgments, penalties, taxes fines and amounts paid in settlement. The indemnification provided herein shall not be deemed to limit the right of the Company to indemnify the Employee for any such expenses (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indentureincluding reasonable attorneys' fees), claimsjudgments, actions, suits, costs, expenses or disbursements (including legal fees fines and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) amounts paid in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 settlement to the fullest extent not reimbursed permitted by Lessee or otherslaw, but without releasing any of them from their respective agreements of reimbursement; both as to action in his official capacity and as to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estateaction in another capacity while holding such office. Without limiting Notwithstanding the foregoing, the Mortgagee agrees Company shall not indemnify the Employee as to any threatened, pending or completed action or suit by or in the right of the Company to secure a judgment in its favor against the Employee with respect to any claim, issue or matter as to which the Employee shall have been adjudged to be liable to the Company, unless and only to the extent that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease a Delaware Court of Chancery or the Participation Agreementcourt in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Employee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants, thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) 2.18 hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Loan Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Loan Trustee on or measured by any compensation received by the Mortgagee Loan Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Loan Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of Loan Trustee hereunder, to the Mortgagee hereunder except only extent not reimbursed by Lessee. Without limiting the foregoing, Loan Trustee agrees that, prior to seeking indemnification from the Indenture Estate, it will demand, and take such action as it may in its discretion determine to be reasonable to pursue, indemnification available to Loan Trustee under the case of Lease or the Participation Agreement. Notwithstanding the foregoing, Loan Trustee shall not be entitled to any indemnification for any Taxes or Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Loan Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Loan Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 4.02 and 4.03 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee Loan Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Loan Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoingOwner Trustee shall be subrogated to Loan Trustee's rights, the Mortgagee agrees thatif any, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee any indemnity payment from Lessee for the amounts paid by Owner Trustee under the Lease or the Participation Agreementthis Section 7.01.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and TABLE OF CONTENTS against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's ’s indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only Indenture Trustee hereunder, to the extent not reimbursed by Lessee. Without limiting the foregoing, the Indenture Trustee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and take such action as it may in its discretion determine to be reasonable to pursue, indemnification available to the case of Indenture Trustee under the Lease or the Participation Agreement. Notwithstanding the foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 7(b) and 7(c) of the Participation Agreement from Lessee's Lessee s indemnities under such Sections. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, Trustee hereby agrees, whether or not any of the transactions contemplated hereby shall be Transactions are consummated, except as to matters covered by any indemnity furnished as contemplated by Section (S) 5.03 hereof and except as otherwise provided in Section (S) 2.03 or (S) 2.04(b) hereof), to assume liability for, and does hereby indemnifyindemnifies, protectprotects, save and keep harmless the Mortgagee (in its individual and trust capacities)saves, and its keeps harmless Mortgagee and SSB, and their successors, assigns, agents and servantsagents, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee SSB on or measured by any compensation received by the Mortgagee that it receives for its services under this Trust IndentureMortgage), claims, actions, suits, costs, expenses expenses, or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by by, or asserted against the Mortgagee or SSB (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return return, or other disposition of the Aircraft or any Engine (including, without limitation, including latent or other defects, whether or not discoverable, and any claim for patent, trademark trademark, or copyright infringement), or in any way relating to or arising out of the administration of the Trust Indenture Estate Collateral or the action or inaction of the Mortgagee hereunder or SSB hereunder, except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.the

Scope of Indemnification. The Owner Trustee, not parties hereto agree and acknowledge that any Losses arising in its individual capacity, but solely as Owner Trustee, hereby agrees, whether connection with any collateral posted by Old Mutual or not any of its Affiliates, on the transactions contemplated hereby one hand, or by Buyer or any of its Affiliates, on the other hand (such party being the “Indemnified Party”), to cure a failure by the other party (the “Indemnifying Party”) to post collateral to the extent required of such Indemnifying Party pursuant to the terms of the Reimbursement Agreement that are indemnifiable pursuant to (i) Buyer’s indemnification obligations in Section 9.1(b) of the Stock Purchase Agreement, (ii) Seller’s indemnification obligations in Section 9.1(a)(vi) of the Stock Purchase Agreement, or (iii) Old Mutual’s indemnification obligations in Section 1.2(a) of this Letter Agreement, shall in each case be limited to the amount of any collateral posted by the Indemnified Party to cure a failure by the Indemnifying Party to post such collateral, plus interest on such amount calculated pursuant to Section 2.7 of the Stock Purchase Agreement from the date of posting until the date of payment thereof to the Indemnified Party. Any such Losses shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received Indemnifying Party only to the extent collateral posted by the Mortgagee for its services under this Trust Indenture)Indemnified Party is not returned by Nomura or an Affiliate thereof to such Indemnified Party when due pursuant to the Reimbursement Agreement. In furtherance of the foregoing, claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) no claim of any kind and nature whatsoever, which may indemnification shall be imposed on, incurred made by or asserted against an Indemnified Party in connection with such Losses before the Mortgagee (whether or not also indemnified against time when the return of the collateral posted by any other person under any other document) in any way relating the Indemnified Party is due pursuant to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party or the enforcement of any of the terms of any thereof, the Reimbursement Agreement. Notwithstanding the foregoing or in any way relating anything to or arising out of the manufacture, purchase, acceptance, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only contrary in the case of willful misconduct or gross negligence (or negligence in Stock Purchase Agreement, Buyer’s obligation to indemnify the case of handling fundsSeller Indemnitees under Section 9.1(b)(iii) of the Mortgagee in Stock Purchase Agreement with respect to Losses arising from or related to, among other things, “any obligation to post collateral” shall not apply to the performance initial $15 million of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred collateral required to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded be posted by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against Old Mutual pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Reimbursement Agreement.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants, thereunder; provided that so long as the Trust Indenture 87 - 82 - Lease is in effect, the Mortgagee Indenture Trustee shall not make any claim under this Section 7.01 for any amount indemnified against by the Lessee under the Lease without first (but only to the extent not stayed or otherwise prevented by operation of law) making demand on the Lessee for payment of such amount. The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of any claim for which it may seek indemnity. The Lessee shall be entitled to defend any claim by the Indenture Trustee to the extent provided in Section 10 or 13 of the Lease. The Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting The indemnities contained in this Section 7.01 shall survive the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreementtermination of this Indenture.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Loan Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Loan Trustee (in its individual capacity) on or measured by any compensation received by the Mortgagee Loan Trustee (in its individual capacity) for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Loan Trustee (in its individual or trust capacities) (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate Collateral or the action or inaction of the Mortgagee hereunder except only Loan Trustee (in its individual or trust capacities) hereunder, to the case of extent not reimbursed by Lessee. Without limiting the foregoing, the Loan Trustee (in its individual or trust capacities) agrees that, prior to seeking indemnification from the Collateral, it will demand, and take such action as it may in its discretion determine to be reasonable to pursue, indemnification available to it under the Lease or the Participation Agreement. Notwithstanding the foregoing, the Loan Trustee (in its individual or trust capacities) shall not be entitled to any indemnification for any Expenses to the extent relating to or arising from its willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Loan Trustee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section Sections 9.1 or and 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee Loan Trustee (in its individual or trust capacities) shall be entitled to indemnification from the Trust Indenture Estate Collateral for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Loan Trustee (in its individual or trust capacities) shall have a prior Lien on the Trust Indenture EstateCollateral. Without limiting the foregoing, the Mortgagee Loan Trustee agrees that, prior to seeking indemnification from the Trust Indenture EstateCollateral, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee Loan Trustee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner TrusteeTrustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Loan Trustee, in its individual and trust capacities)capacity, and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes Taxes payable by the Mortgagee Loan Trustee on or measured by any compensation received by the Mortgagee Loan Trustee for its services under this Trust Indenture), claims, actions, suits, suits or reasonable costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Loan Trustee in its individual capacity (whether or not also agreed to be indemnified against by any other person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Loan Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Loan Trustee in the performance of its duties hereunder or resulting (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to Loan Trustee in Section 6.03 hereof, 11 of the Participation Agreement or (iii) as otherwise provided in Section 6.01 2.03 and Section 9.11 hereof or in the last sentence of Section 5.04 hereof, or (iv) as otherwise excluded by the terms of Section 9.1 10(b) or 9.3 Section 10(c) of the Participation Agreement from the Lessee's indemnities general indemnity and general tax indemnity under such said Sections. In addition, if necessary, the Mortgagee The Loan Trustee in its individual capacity shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 11.01 to the extent not reimbursed by the Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same same, the Mortgagee Loan Trustee shall have a prior Lien lien on the Trust Indenture Estate. Without limiting ; provided that, so long as the foregoingLease is in effect, the Mortgagee agrees that, prior to seeking indemnification from Loan Trustee shall not make any claim under this Section 11.01 for any claim or expense indemnified against by the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or Participation Agreement without (but only if and to the extent permitted by applicable law) first making demand on the Lessee under the Participation AgreementAgreement for such claim or expense. Upon payment in full by the Owner Trustee of any indemnity pursuant to this Section 11.01, the Owner Trustee shall be subrogated to the rights, if any, of the Loan Trustee in its individual capacity, or its agents and servants, as the case may be, in respect of the matter as to which the indemnity was paid. The indemnities contained in this Section 11.01 shall survive the termination of this Indenture.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (expressly made in its individual capacity) in or referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.

Scope of Indemnification. The Owner Trustee, not individually but solely in its individual capacity, but solely capacity as Owner Trusteeowner trustee under the Trust Agreement, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and consummated but except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (Indenture Trustee, in its individual capacity and trust capacities)as Indenture Trustee, and its successors, permitted assigns, agents and servantsservants solely from the Trust Estate, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, and reasonable out-of-pocket costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, whatsoever which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (in its individual capacity and as trustee) from and after the Restatement Date (whether or not also agreed to be indemnified against by any other person Person under any other document) in any way relating to or arising out of this Indenture, the Trust Agreement, the Equipment Notes, the other Indenture or any other Operative Agreement to which it is a party 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, non-acceptancenonacceptance, rejection, ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder Indenture Trustee hereunder, except only (i) in the case of willful misconduct or gross negligence (or negligence in the case of handling of funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting hereunder, (ii) as may result from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee made in the Refunding Agreement, (in its individual capacityiii) referred to in Section 6.03 hereof, or as otherwise provided in Section 6.01 2.04(a) hereof or in the last sentence of Section 5.04 hereof, hereof or (iv) as otherwise excluded by the terms of Section 9.1 or 9.3 Sections 10(b) and 13 of the Participation Agreement Lease from the Lessee's indemnities under such Sections. In additionto the Indenture Trustee, if necessaryin its individual capacity and as Indenture Trustee, and its successors, permitted assigns, agents and servants, thereunder; provided that so long as the Lease is in effect, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for not make any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to claim under this Section 7.01 to for any amount indemnified against by the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or without first (but only to the Participation Agreement.extent not

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof), to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee Indenture Trustee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee Indenture Trustee on or measured by any compensation received by the Mortgagee Indenture Trustee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee Indenture Trustee (whether or not also indemnified against by any other person Person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement Document to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in Indenture Trustee hereunder. Notwithstanding the case of foregoing, the Indenture Trustee shall not be entitled to any indemnification for any Expenses to the extent relating to or arising from the willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee Indenture Trustee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee Indenture Trustee (in its individual capacity) referred to in Section 6.03 hereof6.03, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof5.04, or as otherwise excluded by the terms of Section 9.1 or 9.3 6(b) of the Participation Agreement from LesseeOwner's indemnities under such SectionsSection. In addition, if necessary, the Mortgagee Indenture Trustee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 8.01 to the extent not reimbursed by Lessee Owner or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Indenture Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available Owner shall be subrogated to the Mortgagee Indenture Trustee's rights, if any, to payment from Lessee Owner for amounts payable by the Owner under the Lease or the Participation Agreementthis Section 8.01.

Scope of Indemnification. The Owner Trustee, not in its individual capacity, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, except as to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Mortgagee on or measured by any compensation received by the Mortgagee for its services under this Trust Indenture), claims, actions, suits, costs, expenses or disbursements (including legal fees and expenses) of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) in any way relating to or arising out of this Trust Indenture or any other Operative Agreement to which it is a party 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, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Aircraft or any Engine (including, without limitation, latent or 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 Indenture Estate or the action or inaction of the Mortgagee hereunder except only in the case of willful misconduct or gross negligence (or negligence in the case of handling funds) of the Mortgagee in the performance of its duties hereunder or resulting from the inaccuracy of any representation or warranty of the Mortgagee (in its individual capacity) referred to in Section 6.03 hereof, or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded by the terms of Section 9.1 or 9.3 of the Participation Agreement from Lessee's Lessee s indemnities under such Sections. In addition, if necessary, the Mortgagee shall be entitled to indemnification from the Trust Indenture Estate for any liability, obligation, loss, damage, penalty, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification from the Trust Indenture Estate, it will demand, and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement.