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(a) Each Party (the "Indemnifying Party") agrees to indemnify and hold harmless the other (the "Indemnified Party") against any loss, not in its individual capacityliability, but solely as Owner Trusteeclaim, hereby agreesdamage or expense (including the reasonable cost of investigating or defending any alleged loss, whether liability, claim, damage 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 forexpense, and does hereby indemnify, protect, save and keep harmless the Mortgagee (reasonable counsel fees incurred 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 connection therewith) arising 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) reason of any kind and nature whatsoeverperson's acquiring any Contract, which may be imposed onbased upon any law: (i) on the ground that the Indemnifying Party, 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 thereofits directors, officers, employees, agents, or subcontractors failed to comply with any applicable laws and regulations in any way relating to connection with its rendering of duties or arising out services under this Agreement; or (ii) on the ground of negligence or misconduct by the manufactureIndemnifying Party or its directors, purchaseofficers, acceptanceemployees, 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)agents, 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 subcontractors, in the performance of its duties hereunder hereunder, or resulting from breach by the inaccuracy Indemnifying Party of any representation or warranty hereunder. The foregoing indemnities shall, upon the same terms and conditions, extend to and inure to the benefit of each director, officer and employee of the Mortgagee Indemnified Party and any person controlling or controlled by the Indemnified Party within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the 1934 Act. (b) In no case shall the indemnity in its individual capacity) referred favor of the Indemnified Party, including such controlling or controlled persons, be deemed to in Section 6.03 hereofprotect the Indemnified Party against any liability to the Indemnifying Party to which it would otherwise be subject by reason of willful misfeasance, bad faith or as provided in Section 6.01 hereof or gross negligence in the last sentence performance of Section 5.04 hereof, its duties or as otherwise excluded by the terms reason of Section 9.1 or 9.3 reckless disregard of the Participation Agreement from Lessee's indemnities its obligations and duties under such Sectionsthis Agreement. In addition, if necessaryin no case shall the Indemnifying Party be liable under its indemnity agreement contained in Section 4.1(a) hereof with respect to any claim made against an Indemnified Party, unless the Mortgagee Indemnified Party shall have notified the Indemnifying Party in writing by fax or overnight mail giving information of the nature of the claim within two (2) business days after the summons or other first legal process shall have been served upon the Indemnified Party (or after the Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim shall not relieve it from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in Section 4.1(a) hereof. The Indemnifying Party shall be entitled to indemnification from participate at its own expense in the Trust Indenture Estate for defense, or, if it so elects, to assume the defense of any suit brought to enforce such liability. If the Indemnifying Party elects to assume the defense, obligationsuch defense shall be conducted by counsel chosen by it and satisfactory to the Indemnified Party. In the event the Indemnifying Party elects to assume the defense of any such suit and retains such counsel, lossthe Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, damagebut, penalty, claim, action, in case the Indemnifying Party does not elect to assume the defense of any such suit, cost, it shall reimburse the Indemnified Party for the reasonable fees and expense of any counsel retained by the Indemnified Party. The Indemnifying Party shall promptly notify the Indemnified Party of the commencement of any litigation or disbursement indemnified proceedings against pursuant to this Section 7.01 to the extent not reimbursed by Lessee Indemnifying Party or others, but without releasing any of them from their respective agreements its officers, directors, employees or subcontractors in connection with the issuance or sale 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 AgreementContracts.

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 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 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 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 TrusteeIn addition to any other right to indemnification granted by the bylaws or articles of incorporation of either the Target or DTA (Target and DTA are together referred to as the "Indemnifying Parties"), not each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in its individual capacityany action, but solely as Owner Trustee, hereby agreessuit or proceeding, whether civil, criminal, administrative or not any investigative (hereinafter a "Proceeding") by reason 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 fact that he or 2.04(b) hereof, to assume liability for, and does hereby indemnify, protect, save and keep harmless the Mortgagee she is or was a Partner or a member of an Operating Committee or an officer or director of DTA (in its individual and trust capacitieshereinafter an "Indemnitee"), and its successors, assigns, agents and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable whether the basis of such a Proceeding is alleged action by the Mortgagee on Indemnitee in an official capacity as a Partner, director, 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, officer or in any way relating other capacity while serving as a Partner, director, or officer, shall be indemnified and held harmless by the Indemnifying Parties to or arising out the fullest extent authorized by law (including indemnification for negligence, gross negligence and breach of fiduciary duty to 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 infringementextent so authorized), as the law now exists 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 may hereinafter be amended (but, in the case of willful misconduct or gross negligence any such amendment, only to the extent that such amendment permits the Indemnifying Parties to provide broader indemnification rights than such law permitted the Indemnifying Parties to provide prior to such amendment), against all expense, liability and loss (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 hereofincluding attorneys' fees, judgments, fines, excise taxes, or as penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith. However, it is 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 that: (i) an Indemnitee shall not be entitled to be indemnified by the Indemnifying Parties unless he or she acted in good faith in what such person reasonably believed to be in accordance with the Purchase Agreement and this Operating Agreement and, with respect to criminal action or proceeding, he or she must not have had reasonable cause to believe that his or her conduct was unlawful; (ii) any 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 5 shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior to seeking indemnification be recoverable only from the Trust Indenture Estate, it will demand, assets of the Indemnifying Parties and diligently pursue in good faith (but with no duty to exhaust all legal remedies therefor), indemnification available to not from the Mortgagee from Lessee under the Lease or the Participation Agreementassets of any other Party.

Scope of Indemnification. The Owner TrusteeSubject to Section 11 below, not in its individual capacity, but solely as Owner Trustee, the Seller/Lessee 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 indemnifies 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 holds harmless the Mortgagee (in its individual and trust capacities)Buyer/Lessor against all claims, and its successors, assigns, agents and servants, from and against any and all liabilities, obligationsdamages, losses, damagesliabilities, 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, costs and 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 settlement costs and any legal, accounting or other defects, whether expenses for investigating or not discoverable, and defending any claim for patent, trademark actions or copyright infringement), or threatened actions) reasonably incurred by the Buyer/Lessor in connection with (i) any way relating to or arising out of breach by 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 Seller/Lessee of any representation or warranty in this Agreement; (ii) any breach of any covenant, agreement or obligation of the Mortgagee Seller/Lessee contained in this Agreement or any other agreement, instrument or document contemplated by this Agreement; (iii) any misrepresentation contained in its individual capacity) referred to in Section 6.03 hereofany statement, certificate or as provided in Section 6.01 hereof or in the last sentence of Section 5.04 hereof, or as otherwise excluded schedule furnished 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 Seller/Lessee pursuant to this Section 7.01 Agreement or in connection with the transactions contemplated by this Agreement; (iv) any claims against, or liabilities or obligations of, the Seller/Lessee or against the Purchased Assets not specifically assumed by the Buyer/Lessor pursuant this Agreement; and (v) any violation by the Seller/Lessee of, or any failure by the Seller/Lessee to comply with, any law, ruling, order, decree, regulation or zoning, environmental or permit requirement applicable to the extent not reimbursed by Seller/Lessee or others, but without releasing any of them from their respective agreements of reimbursement; and to secure the same the Mortgagee Purchased Assets. The Buyer/Lessor shall have the right to set-off any and all amounts due by the Seller/Lessee as a prior Lien on result of the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee agrees that, prior indemnification provided under this Section 4.1 against any amounts otherwise due by Buyer/Lessor 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 Seller/Lessee under any agreement between the Lease or the Participation Agreementparties.

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 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 TrusteeFrom and after the Effective Time, not in its individual capacitythe Pathlore Stockholders who have received, but solely as Owner Trustee, hereby agrees, whether or not any of the transactions contemplated hereby shall be consummatedentitled to receive, except as Merger Consideration pursuant to matters covered by any indemnity furnished as contemplated by Section 5.03 hereof 1.7 of this Agreement (the “Indemnitors”), shall indemnify and except as otherwise provided in Section 2.03 or 2.04(b) hereof, to assume liability forhold harmless, and does hereby indemnifythe Escrow Fund shall be available to compensate, protect, save and keep harmless the Mortgagee (in its individual and trust capacities), each of SumTotal and its successorsofficers, assignsdirectors and affiliates, agents including the Surviving Entity (each, an “Indemnified Party” and servantscollectively, the “Indemnified Parties”) from and against any and all liabilitiesLosses paid, obligationsincurred, losses, damages, penalties, taxes (excluding any taxes payable accrued or sustained 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 Indemnified Parties (including legal fees and expenses) regardless of any kind and nature whatsoever, which may be imposed on, incurred by or asserted against the Mortgagee (whether or not also indemnified against such Losses are related to any third-party claim) and which arise from or as a result of the following (it being understood that without limiting an Indemnified Party’s right to recover from the Escrow Fund fully for any particular Loss, a Pathlore Stockholder shall only be responsible to indemnify the Indemnified Party, by virtue of such stockholder’s participation in the Escrow Fund, for an amount equal to such stockholder’s Proportionate Interest with respect to such Loss): (i) without giving effect to any other person under any other document) in any way relating update of or modification to the Pathlore Schedules made or arising out purported to be made after the date of this Trust Indenture or Agreement, 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 breach of any representation or warranty made by Pathlore in this Agreement, including and subject to the Pathlore Schedules, or in any certificate delivered by Pathlore at the Closing, or any failure of any such representation or warranty to be true and correct as of the Mortgagee date of this Agreement and as of the Closing Date (in its individual capacity) referred to in Section 6.03 hereofas though such representation and warranty were made as of the Closing Date), or in the case of representations and warranties which by their terms speak only as of a specific date or dates, to be true and correct as of such specific date or dates; (ii) any breach of any covenant or obligation of Pathlore in this Agreement required to be performed prior to the Closing Date; (iii) any Excess Payments to Dissenting Stockholders; (iv) any Undisclosed Excess Expense Amount; or (v) any Agreed Claim (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 therefor7.2(i), indemnification available to the Mortgagee from Lessee under the Lease or the Participation Agreement).

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 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(a) Each Party (the "Indemnifying Party") agrees to indemnify and hold harmless the other (the "Indemnified Party") against any loss, not in its individual capacityliability, but solely as Owner Trusteeclaim, hereby agreesdamage or expense (including the reasonable cost of investigating or defending any alleged loss, whether liability, claim, damage 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 forexpense, and does hereby indemnify, protect, save and keep harmless the Mortgagee (reasonable counsel fees incurred 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 connection therewith) arising 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) reason of any kind and nature whatsoeverperson's acquiring any Contract, which may be imposed onbased upon any law: (i) on the ground that the Indemnifying Party, 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 thereofits directors, officers, employees, agents, or subcontractors failed to comply with any applicable laws and regulations in any way relating to connection with its rendering of duties or arising out services under this Agreement; or (ii) on the ground of negligence or misconduct by the manufactureIndemnifying Party or its directors, purchaseofficers, acceptanceemployees, 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)agents, 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 subcontractors, in the performance of its duties hereunder hereunder, or resulting from breach by the inaccuracy Indemnifying Party of any representation or warranty hereunder. The foregoing indemnities shall, upon the same terms and conditions, extend to and inure to the benefit of each director, officer and employee of the Mortgagee Indemnified Party and any person controlling or controlled by the Indemnified Party within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act. (b) In no case shall the indemnity in its individual capacity) referred favor of the Indemnified Party, including such controlling or controlled persons, be deemed to in Section 6.03 hereofprotect the Indemnified Party against any liability to the Indemnifying Party to which it would otherwise be subject by reason of willful misfeasance, bad faith or as provided in Section 6.01 hereof or gross negligence in the last sentence performance of Section 5.04 hereof, its duties or as otherwise excluded by the terms reason of Section 9.1 or 9.3 reckless disregard of the Participation Agreement from Lessee's indemnities its obligations and duties under such Sectionsthis Agreement. In addition, if necessaryin no case shall the Indemnifying Party be liable under its indemnity agreement contained in Section 4.1(a) hereof with respect to any claim made against an Indemnified Party, unless the Mortgagee Indemnified Party shall have notified the Indemnifying Party in writing by fax or overnight mail giving information of the nature of the claim within two (2) business days after the summons or other first legal process shall have been served upon the Indemnified Party (or after the Indemnified Party shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any such claim shall not relieve it from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in Section 4.1(a) hereof. The Indemnifying Party shall be entitled to indemnification from participate at its own expense in the Trust Indenture Estate for defense, or, if it so elects, to assume the defense of any suit brought to enforce such liability. If the Indemnifying Party elects to assume the defense, obligationsuch defense shall be conducted by counsel chosen by it and satisfactory to the Indemnified Party. In the event the Indemnifying Party elects to assume the defense of any such suit and retains such counsel, lossthe Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, damagebut, penalty, claim, action, in case the Indemnifying Party does not elect to assume the defense of any such suit, cost, it shall reimburse the Indemnified Party for the reasonable fees and expense of any counsel retained by the Indemnified Party. The Indemnifying Party shall promptly notify the Indemnified Party of the commencement of any litigation or disbursement indemnified proceedings against pursuant to this Section 7.01 to the extent not reimbursed by Lessee Indemnifying Party or others, but without releasing any of them from their respective agreements its officers, directors, employees or subcontractors in connection with the issuance or sale 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 AgreementContracts.

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, 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 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 (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 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 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 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 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 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.

Scope of Indemnification. The Owner TrusteeTo the extent permitted by law, not in each of the Lessee and the Underwriter (each, an “Indemnifying Party”) covenant and agree to indemnify each other party hereto and its individual capacityrespective directors, but solely as Owner Trusteeofficers, hereby agreestrustees, whether or not partners, members and employees and each person, if any, who controls any of such persons within the transactions contemplated hereby shall be consummatedmeaning of the Securities Act (reference being made collectively herein to those parties as the “Indemnified Parties”) for and to hold each Indemnified Party harmless against all liabilities, claims, costs, losses and expenses (including without limitation, to the extent permitted by law, reasonable attorney fees and expenses), imposed upon or asserted against the Indemnified Party: (i) under any statute or regulation, at law, in equity or otherwise, insofar as those liabilities, claims, costs, losses and expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact, with reference to the information referred to in Section 9(c) hereof contained in the Preliminary Official Statement, the Official Statement or any amendment thereof or supplement thereto or, except as to matters covered by information contained in the Appendices B or C to the Preliminary Official Statement and the Official Statement, arise out of or are based upon any indemnity furnished as contemplated by Section 5.03 hereof and except as otherwise provided omission or alleged omission to state therein, with reference to such information in Section 2.03 or 2.04(b9(c) hereof, a material fact which is necessary to assume liability formake the statements made therein, and does hereby indemnifyin the light of the circumstances under which they were made, protect, save and keep harmless the Mortgagee not misleading; (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 expensesii) as a result of any kind and nature whatsoeveraction, which may be imposed on, incurred by claim or asserted against the Mortgagee (whether or not also indemnified against by any other person under any other document) proceeding brought 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 connection with any of the terms foregoing; and (iii) to the extent of the aggregate amount paid in settlement of any thereofaction, claim or proceeding commenced or threatened based upon any untrue statement, alleged untrue statement, omission or alleged omission described in any way relating to or arising out Section 9(a)(i) above, if the settlement is effected with the written consent of the manufacture, purchase, acceptance, non-acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return Indemnifying Party (which consent shall not be withheld unreasonably); and will reimburse any legal or other disposition of the Aircraft expenses incurred reasonably by any Indemnified Party in connection with investigating 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 defending any liability, obligationclaim, cost, loss, damageexpense, penaltyaction or proceeding described in Section 9(a)(i) above. At the request and the expense of the Indemnifying Party, claim, each Indemnified Party shall cooperate in making any investigation and defense of any action, suitclaim or proceeding and shall assert appropriately the rights, 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; privileges 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 defenses which are available to the Mortgagee from Lessee under the Lease or the Participation AgreementIndemnified Party in connection therewith.

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 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 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 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 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 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 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 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 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 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 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 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, 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 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) 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 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 (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 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 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 and 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 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 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 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 Loan Trustee hereunder except only 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 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 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 875 77 the same the Mortgagee Loan Trustee shall have a prior Lien on the Trust Indenture Estate. Without limiting the foregoing, the Mortgagee Loan Trustee 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 Loan Trustee from Lessee under the Lease or the Participation Agreement.