Common use of Indemnities Clause in Contracts

Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.

Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates(a) Lessee will pay, and Seller’s hereby indemnifies, on an after-tax basis, Lessor and each of their respective officersits assignees, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) forif any, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursementstaxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), which may from time to time be imposed on, incurred by on or asserted against Lessor and its assignees, if any, or the Airframe or any Seller Indemnitee from and after Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the Delivery on the Delivery Date to the extent United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or arising directly or indirectly out of or in any way connected with resulting from: (i) the breach by Purchaser Airframe or any Engine or Spare Engine or any part thereof of any representation or warranty hereunder or interest therein; (ii) the manufacture, purchase, ownership, possessionmortgaging, lease, sublease, use, storage, maintenance, modification, control, use, operation, sale, leasing sale or other application or disposition of the Spares, the Aircraft, the AFCS, Airframe or any Engine or Spare Engine; (iii) any Part rentals or component thereof other earnings therefor or interest therein, whether by Purchaser arising therefrom or any the income or other person proceeds received with respect thereto; or party(iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that such Losses are not attributable to (athat, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee payment of any express warrantysuch Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under nothing in this Agreement, except for those arising from a breach by Seller Section shall require the payment of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, Tax so long as and to the extent Purchaser has complied with that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct books adequate reserves with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesthereto in accordance with generally accepted accounting principles.

Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to defend, indemnify, protectpay and hold harmless the Loan Agent, save and keep harmless Seller and each of its respective successors, assigns, affiliatesthe Lenders, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, controlling Persons (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of outside counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), that may be imposed on, incurred by by, or asserted against any Seller such Indemnitee, in any manner arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, the use or intended use of the proceeds of the Loan) or any breach or default by the Borrowers of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided that the Obligors shall not have any obligation to any Indemnitee from and after the Delivery on the Delivery Date hereunder with respect to any Indemnified Liabilities to the extent relating to or arising directly or indirectly out of or in any way connected with such Indemnified Liabilities (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) arise from the gross negligence or wilful willful misconduct of a Seller Indemnitee or an Indemnitee, (bii) the breach are specifically addressed elsewhere in this Agreement (including, without limitation, Section 2.10, (iii) arise from breaches by Seller or any Seller an Indemnitee of any express warrantyLoan Document to which it is a party, representation or obligation hereunder (iv) constitute ordinary and usual operating or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementoverhead expenses of an Indemnitee (excluding, except for those arising from a breach by Seller without limitation, costs and expenses of any express warrantyoutside counsel, representation consultant or obligation hereunder agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under any other Transaction Document, shall solely be satisfied applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for Indemnitees or any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesthem.

Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless each Arranger, protecteach Agent, save and keep harmless Seller each Lender and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including reasonable fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party“Indemnified Matters”); provided, however, that such Losses are the Borrower shall not attributable have any obligation under this Section 11.4 (i) to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any Seller contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller property of any express warrantyWarnaco Entity by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Documentexcept, shall solely be satisfied by the insurance required with respect to be maintained under Clause 8.2 hereofthose matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for incurred following (A) foreclosure by any such LossesFacility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingFacility Agents, such Seller Indemnitee will, at Purchaser’s expense, take Lender or such action as Purchaser Issuer or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesFacility Agents or such Lender.

Indemnities. Purchaser shall indemnifyThe Borrower agrees to defend, protect, save indemnify and keep hold harmless Seller the Lender and each of its respective successors, assigns, affiliates, and Seller’s Affiliates and each of their respective officers, its and its Affiliates' directors, shareholders, agents, employees, members, partners, contractors subcontractors, officers and suppliers, employees (collectively, the “Seller Indemnitees”"Idemnitees") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all lossesliabilities, obligations, losses (other than loss of profits), damages, penalties, fees, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than Taxes) (collectivelyexcluding any taxes and including, “Losses”without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against which any Seller Indemnitee from of them may incur and after the Delivery on the Delivery Date to the extent relating to or reasonably pay arising directly or indirectly out of or in relating to this Agreement or the Note or any way connected with (i) of the breach by Purchaser transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any representation or warranty hereunder or (ii) the ownershipAdvance, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable the Borrower shall have no obligation to (a) an Indemnitee hereunder with respect to any matter caused solely by or resulting solely from the willful misconduct or gross negligence of such Indemnitee. The Borrower, upon demand by the Lender, shall reimburse each Indemnitee for any reasonable legal or wilful other expenses incurred in connection with investigating or defending any of the foregoing except if the same is directly due to the willful misconduct or gross negligence of a Seller Indemnitee or (b) such Indemnitee. If the breach by Seller or any Seller Indemnitee undertaking to indemnify, pay and hold harmless set forth in this Section 6.04 may be unenforceable because it is violative of any express warrantylaw or public policy, representation or obligation hereunder or the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofapplicable law, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for payment and satisfaction of all liabilities, obligations, losses, damages, penalties, fees, actions, judgments, suits, claims, costs, expenses or disbursements incurred by any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesIndemnitee.

Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Administrative Agent, protecteach Lender, save each Issuer, the Arrangers and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, trustees or advisors and suppliers, other representatives (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, fees expenses and disbursements (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees, and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict has informed the Borrower of such conflict), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby (including, without limitation, the reliance in good faith by any Indemnitee on any notice purportedly given by or on behalf of the Borrower), (ii) the ownershipTransaction, possession(iii) any Commitment, maintenance, modification, control, use, operation, sale, leasing Loan or other application Letter of Credit or disposition the use or proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (aA) resulted from (x) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or of any Related Indemnified Person of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction or (by) the a material breach of any obligations under any Loan Document by Seller such Indemnitee or of any Related Indemnified Person of such Indemnitee, in each case as determined by a final, non appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent, collateral agent, co-collateral agent, arranger, bookrunner or any Seller Indemnitee similar role under the Facilities and other than any claims arising out of any express warrantyact or omission of the Borrower or any of its Affiliates or (B) have been settled pursuant to any settlement arrangement entered into by the applicable Indemnitee or any Related Indemnified Persons of such Indemnitee, representation in each case, without the Borrower’s prior written consent (such consent not to be unreasonably withheld or obligation delayed). To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction DocumentLoan Documents is consummated. Purchaser’s indemnification obligations All amounts due under this AgreementSection 12.4 (after the determination of a court of competent jurisdiction, if required pursuant to the terms of this Section 12.4), shall be paid within twenty (20) Business Days after written demand therefor. The agreements in this Section 12.4 shall survive the resignation of the Administrative Agent, the Swing Loan Lender or any Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 12.4 shall not apply to Taxes, Other Taxes, taxes covered by Section 3.4 or amounts excluded from the definition of Taxes pursuant to clauses (i) through (vii) of the first sentence of Section 3.1(a), which shall be governed by Section 3.1 or Section 3.4, except for those it 192 shall apply to any taxes (other than taxes imposed on or measured by net income (however denominated, and including branch profits and similar taxes), and franchise or similar taxes) that represent losses, claims, damages, etc. arising from a breach by Seller of any express warranty, representation non-tax claim (including a value added tax or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct similar tax charged with respect to such claim. Notwithstanding any the supply of legal or other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesservices).

Indemnities. Purchaser The Borrowers shall indemnifyindemnify the Administrative Agent, protectthe Collateral Agent, save and keep harmless Seller the Lead Arranger, the Documentation Agent, the Syndication Agent, the Issuing Bank and each of its respective successors, assigns, affiliatesLender, and Seller’s and each Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the each such Person being called an “Seller IndemniteesIndemnitee”) for, from and against, and hold each Indemnitee harmless from, on written demand shall pay or reimburse each Seller Indemnitee for the payment ofan after-Tax basis, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penalties, finesliabilities and related expenses, damages including the reasonable fees, charges and judgments disbursements of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed oncounsel for any Indemnitee, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to arising out of, in connection with, or arising directly or indirectly out as a result of or in any way connected with (i) the breach execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by Purchaser the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any representation or warranty hereunder or other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition use of the Sparesproceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the Aircrafthandling of the Funding Accounts, the AFCSCollection Account, any Engine account subject to a Blocked Account Agreement and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or Lender relying on any instructions of the Administrative Borrower, (v) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any Part of their Subsidiaries, or component thereof any Environmental Liability related in any way to the Borrowers or interest thereinany of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether by Purchaser based on contract, tort or any other person theory and regardless of whether any Indemnitee or partyany Loan Party is a party thereto; provided, however, provided that such Losses indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are not attributable finally determined by a court of competent jurisdiction to (a) have resulted from the gross negligence or wilful willful misconduct of such Indemnitee in a Seller Indemnitee final nonappealable order or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesjudgment.

Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectivelythe transactions contemplated hereby are consummated, the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind and nature whatsoever (other than Taxesincluding, without limitation, reasonable attorneys’ fees and expenses) (collectivelyall of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, “Losses”)or resulting from, imposed onin whole or in part, incurred one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, however, Indemnified Amounts to the extent relating to or arising directly or indirectly out of or in any way connected with resulting from either (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party, or (y) the failure to collect amounts in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts. If a claim is made against a Seller Indemnitee for Without limiting or being limited by the foregoing and whether or not any such Lossesof the transactions contemplated hereby are consummated, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of pay on demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:

Indemnities. Purchaser shall Borrower agrees to indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatespay, and Seller’s hold Agent, each Lender, each L/C Issuer and each of their respective Affiliates, officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractors, and suppliers, attorneys (collectively, the “Seller Indemnitees”) for, harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, costsdamages, expensespenalties, fees (including legal fees and disbursements)actions, paymentsjudgments, demands, liabilitiessuits, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses (including all reasonable fees and expenses of counsel to such Indemnitees) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), that may be imposed on, incurred by by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any Seller of the Loan Documents or Related Transactions; provided, that Borrower shall have no obligation to an Indemnitee from hereunder (w) with respect to any costs and after the Delivery on the Delivery Date expenses which are specifically excluded in Section 2.3(e), (x) with respect to liabilities to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) resulting from the gross negligence or wilful willful misconduct of that Indemnitee as determined by a Seller Indemnitee court of competent jurisdiction or (by) other than any Agent Indemnitee in its capacity as such, from any investigation or proceeding solely among Lenders or participants or potential Lenders or participants relating to assignments of the breach Loans and/or Commitments or other intra-lender issues by Seller any one or any Seller Indemnitee of any express warrantymore Lenders, representation participants or obligation hereunder potential Lenders or under any other Transaction Documentparticipants. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, If and to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee that the foregoing undertaking may be unenforceable for any such Lossesreason, Borrower agrees to make the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or maximum contribution to the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties payment and satisfaction thereof which is permissible under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesapplicable law.

Indemnities. (a) Purchaser shall agrees to indemnify, protectdefend and hold harmless Seller, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractors, representatives and suppliers, affiliated or parent companies (collectively, the “which additional parties are hereinafter collectively referred to as "Seller Indemnitees”Agents") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claimscauses of action, actionsdamages, proceedingsliens, penalties, fines, damages settlements, judgments, expenses, attorney's fees, court costs and judgments claims (hereinafter referred to collectively as "claims") arising (i) from the breach of any kind and nature whatsoever this Agreement by Purchaser, (other than Taxesii) from the Assumed Liabilities, or (collectively, “Losses”), imposed on, incurred by iii) on or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or Effective Date, in any way connected with (i) with, attributable to, or resulting from Purchaser's ownership or operation of, or activities on the Assets, including, but not limited to, claims for damage to property or injury or death to persons, claims for breach of duties and obligations arising under or by Purchaser virtue of any representation lease, contract, agreement, permit, applicable statute or warranty hereunder or (ii) rule. Purchaser's obligations to indemnify, defend and hold harmless, as set forth above, shall also specifically extend to all such claims REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, ENVIRONMENTAL LIABILITY, PRODUCTS LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER, ITS SELLER AGENTS OR ANY OTHER PARTY OR PERSON, AND REGARDLESS WHETHER OR NOT SUCH CLAIMS AROSE PRIOR TO THE EFFECTIVE DATE OR RELATE TO CONDITIONS THAT EXISTED PRIOR TO THE EFFECTIVE DATE. In addition, and without limiting the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition generality of the Sparesforegoing, Purchaser shall be solely liable and responsible for the Aircraftproper plugging and abandoning of all wellx xxx located on or hereafter drilled on the Assets, the AFCSand any surface restoration or environmental clean-up associated therewith, any Engine or any Part or component thereof or interest thereinand shall indemnify, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable defend and hold harmless Seller and its agents from and against all claims relating to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparessame.

Indemnities. Purchaser Borrower shall indemnify, protect, save hold harmless and keep harmless Seller defend Lender and each of its respective successors, assigns, affiliates, successors and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, assigns against any and all claims, demands, suits and legal proceedings, whether civil, criminal, administrative, investigative or otherwise, including arbitration, mediation, bankruptcy and appeal and including any claims, demands, suits and legal proceedings arising out of: (i) the actual or alleged manufacture, purchase, ordering, financing, shipment, acceptance or rejection, titling, registration, leasing, ownership, delivery, rejection, non-delivery, possession, use, transportation, storage, operation, maintenance, repair, return or disposition of the Equipment; (ii) patent, trademark or copyright infringement; or (iii) any alleged or actual breach, default or Event of Default by Borrower (all of the foregoing hereinafter collectively referred to as “Actions”); and (iv) any and all penalties, losses, liabilities, including the liability of Borrower or Lender for negligence, tort, strict liability or environmental liability, damages, costs, court costs and any and all other expenses, fees (including legal fees Attorneys’ Fees, judgments and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed onamounts paid in settlement, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or incident to, arising directly or indirectly out of of, or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCSActions, any Engine or Agreement, any Part or component thereof or interest thereinEquipment, whether by Purchaser or any other person instrument, document or partyagreement executed in connection with or contemplated by any of the foregoing; provided, however, provided that such Losses are not attributable the Borrower shall have no obligation hereunder to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller Lender or any Seller Indemnitee of any express warranty, representation its affiliates or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, related to the extent Purchaser has complied that such obligation for indemnification shall have resulted from the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its affiliates as determined by a final non-appealable judgment of a court of competent jurisdiction. The term “Attorneys’ Fees” as used herein shall include any and all reasonable and documented attorneys’ fees that are incurred by Lender incident to, arising out of, or in any way in connection with Lender’s interests in, or defense of, any Action or Lender’s enforcement of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct rights and interests with respect to such claim. Notwithstanding any Equipment or otherwise under each Agreement, or any other provision of this Agreementinstrument, the obligations of parties under this Clause 8.1 will survive the Delivery document or agreement executed in connection with or contemplated by any of the Aircraft foregoing, which shall include such reasonable and documented attorneys’ fees incurred by Lender whether or not a suit or action is commenced, and all costs in collection of sums due during any work out or with respect to settlement negotiations, or the Redelivery cost to defend Lender or to enforce any of the AFCS and the Sparesits rights.

Indemnities. Purchaser shall Each Loan Party agrees to indemnify, protectpay, save and keep harmless Seller hold each Agent Party and each of Lender and its respective successorsAffiliates and the respective partners, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholdersemployees, agents, employeesattorneys, members, partners, contractors subcontractors, advisors and suppliers, representatives of each Lender and its respective Affiliates (collectively, the “Seller Indemnitees”) for, harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all lossesliabilities, costsobligations, expenses, fees losses (including legal reasonable fees of attorneys and disbursementsconsultants), paymentsdamages, demands, liabilities, claimspenalties, actions, proceedingsjudgments, penalties, fines, damages suits and judgments claims of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), that may be imposed on, incurred by by, or asserted against any Seller the Indemnitee from as a result of Administrative Agent and after the Delivery on the Delivery Date each Lender being a party to the extent relating to this Agreement or arising directly or indirectly out of or otherwise in any way connected connection with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from any of the other Loan Documents or any of the transactions contemplated hereby or thereby; provided that, (A) in the absence of a breach by Seller conflict of any express warrantyinterest, representation or obligation hereunder or under any other Transaction Document, the Loan Parties shall solely only be satisfied by the insurance required to be maintained under Clause 8.2 hereof, pay the fees and expenses of one law firm for Administrative Agent and the Lenders (in addition to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller expenses of local and special counsel for Administrative Agent and the Lenders) and (B) the Loan Parties shall have no obligation to an Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct hereunder with respect to liabilities arising from the gross negligence, willful misconduct of, or breach of any Loan Document by, that Indemnitee, in each such claimcase as determined by a final non appealable judgment of a court of competent jurisdiction. Notwithstanding To the fullest extent permitted by Applicable Law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other provision Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof. No Indemnitee referred to in this paragraph shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. This Subsection 9.1 and all indemnification provisions contained within any other Loan Document shall survive the termination of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.

Indemnities. Purchaser A Party (“Indemnifying Party”) shall indemnifyon demand indemnify the other Party (“Indemnified Party”) against any claim, protectloss, save cost, damage or expense (excluding income tax and keep harmless Seller and each any taxes on capital gains) sustained or incurred by the Indemnified Party arising out of this Agreement as a consequence of: any tortious (including negligent) act or omission by the Indemnifying Party; any act or omission of a Representative of the Indemnified Party where that Representative is carrying out an act, or refraining from acting, in accordance with an instruction or direction of the Indemnifying Party or where that Representative is acting as an agent of the Indemnifying Party; the Indemnifying Party dismantling any of its respective successors, assigns, affiliates, Facilities contrary to the terms of this Agreement; or the Indemnifying Party failing to operate its Facilities in accordance with the Applicable Laws or good electricity industry practice. To the extent permitted by law and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectivelywithout limiting AusNet Services’ other rights against the Customer, the “Seller Indemnitees”) forCustomer will be responsible for and indemnify AusNet Services against: any fines, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements)penalties, payments, demandsinterest, liabilitiesloss of incentive or loss of rebate (including STPIS) imposed by a Regulator or Applicable Law on AusNet Services or the Customer arising from or contributed to by any breach, claims, actions, proceedingsdefault or negligence on the part of the Customer or its Representatives; any fines, penalties, finesinterest, damages and judgments loss of any kind and nature whatsoever incentive or loss of rebate or payments imposed on AusNet Services for failing to meet its obligations (whether to the government, customers or other than Taxes) (collectively, “Losses”third parties), as a result of breaches of this Agreement or negligence of the Customer; and any charges imposed onby any Regulator, incurred by ombudsman or asserted against other regulatory authority in relation to any Seller Indemnitee from and after the Delivery on the Delivery Date investigations concerning any circumstances to the extent relating to arising from any default or arising directly or indirectly out of or in any way connected with (i) negligence on the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition part of the SparesCustomer or its Representatives, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, provided that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, indemnity shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, reduced to the extent Purchaser has complied with its obligations thereunderany such fine, penalty, payment, interest or charges are caused by or contributed to by any wrongful, unlawful or negligent act or omission by AusNet Services. If a No Liability for Consequential Loss Other than as expressly provided under clause 16.2(b), neither Party is entitled to claim is made and must not claim against a Seller Indemnitee the other Party and neither Party will be liable to the other Party, by way of indemnity or by reason of any breach of this Agreement or in tort or otherwise, for any such Lossesclaim, loss, cost or expense in the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice nature of such claim. If requested by Purchaser in writingloss of profits, such Seller Indemnitee willbusiness, at Purchaser’s expenseproduction, take such action as Purchaser use or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding anticipated savings or for any other provision indirect or consequential loss including without limitation any loss, cost or expense claimed by any third party in respect of any act or omission under or in connection with this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.

Indemnities. Purchaser (a) The Borrower shall indemnify, protect, save indemnify and keep hold harmless Seller the Lender and its affiliates and each of its respective successors, assigns, affiliates, and Seller’s and each of their the respective officers, directors, shareholdersemployees, agents, employeesadvisors, membersattorneys and representatives of each (each, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”an "Indemnified Party") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all lossesclaims, costsdamages, expenseslosses liabilities and expenses (including, fees (including legal without limitation, reasonable fees and disbursementsdisbursements of counsel), paymentsjoint or several, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, that may be incurred by or asserted or awarded against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or Indemnified Party, in each case arising directly or indirectly out of or in connection with or relating to any way connected with (i) investigation, litigation or proceeding or the breach by Purchaser preparation of any representation defense with respect thereto, arising out of or warranty hereunder in connection with or relating to the Term Loans, the Loan Documents (iiexcluding the Warrants) or the ownershiptransactions contemplated thereby, possession, maintenance, modification, control, use, operation, sale, leasing or other application any use made or disposition proposed to be made with the proceeds of the SparesTerm Loans, whether or not such investigation, litigation or proceeding is brought by the Aircraft, the AFCSBorrower, any Engine of its shareholders or any Part or component thereof or interest thereincreditors, whether by Purchaser an Indemnified Party or any other person person, or party; providedan Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage loss, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its shareholders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final non-appealable judgement by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In no event, however, that shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Borrower hereby waives, releases and agrees (for itself and on behalf of its Subsidiaries) not to sue xxxn any such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Lossesdamages, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser whether or not accrued and whether or not known or suspected to exist in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesits favor.

Indemnities. Purchaser To the extent permitted by law, Tenant shall indemnifyand does hereby indemnify Landlord and agrees to save it harmless and, protectat Landlord's option, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, defend it from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penaltiesliabilities and expenses (including attorneys' and other professional fees) judgments, finessettlement payments, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed onfines paid, incurred or suffered by Landlord in connection with loss of life, personal injury and/or damage to property or asserted against any Seller Indemnitee the environment suffered by third parties arising from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of the occupancy or in any way connected with (i) the breach use by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition Tenant of the Spares, the Aircraft, the AFCS, any Engine Premises or any Part or component part thereof or interest therein, whether by Purchaser or any other person part of the Shopping Center, occasioned wholly or party; providedin part by any act or omission of Tenant, howeverits officers, that such Losses are not attributable to (a) agents, contractors, employees or invitees, or arising, directly or indirectly, wholly or in part from any conduct, activity, act, omission, or operation involving the gross negligence use, handling, generation, treatment, storage, disposal, other management or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee Release of any express warrantyHazardous Substance in, representation from or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesPremises, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser whether or the insurer defending such claim not Tenant may reasonably direct have acted negligently with respect to such claimHazardous Substance. Notwithstanding Tenant's obligations pursuant to this Section shall survive any other provision termination of this AgreementLease with respect to any act, omission or occurrence which took place prior to such termination. To the obligations extent permitted by law, Landlord shall and does hereby indemnify Tenant and agrees to save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including attorneys' and other professional fees) in connection with loss of life, personal injury and/or damage to property suffered by third parties under this Clause 8.1 will survive the Delivery arising from or out of the Aircraft and the Redelivery use of any portion of the AFCS and the SparesCommon Areas by Landlord, occasioned wholly or in part by any act or omission of Landlord, its officers, agents, contractors or employees.

Indemnities. Purchaser shall indemnifyPERMIT HOLDER agrees to indemnify and hold harmless the DISTRICT and its directors, protectmembers, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directorsemployees and other representatives from and against and in respect of any and all claims, shareholderssuits, agentsactions, judgments, damages, liabilities and expenses (including reasonable legal fees and expenses of counsel chosen by the DISTRICT) as when incurred arising out of, involving, or in connection with, the use or occupancy (or both) of the Premises by PERMIT HOLDER, specifically including without limitation claims arising from personal injury or death or property damage, excepting only matters arising out of the sole negligence of the DISTRICT. If any claim, action or proceeding is brought against the DISTRICT by reason of any of the foregoing matters, PERMIT HOLDER shall upon notice by the DISTRICT, defend the same at PERMIT HOLDER’s expense and the DISTRICT shall cooperate with PERMIT HOLDER in any such defense. The DISTRICT need not have paid any such claim in order to be defended or indemnified. The DISTRICT agrees to indemnify and hold harmless PERMIT HOLDER and its members, officers, employees, members, partners, contractors subcontractors, invitees or guests and suppliers, (collectively, the “Seller Indemnitees”) for, other representatives from and against, against and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, in respect of any and all lossessuits, costsactions, expensesjudgments, fees damages, liabilities and expenses (including reasonable legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages expenses of counsel chosen by PERMIT HOLDER) as and judgments when incurred rising out of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee based upon the sole negligence of the DISTRICT or alleged to arise from and after environmental matters affecting the Delivery on the Delivery Date Premises to the extent relating not caused by or attributable to PERMIT HOLDER. If any claim, action or arising directly or indirectly out proceeding is brought against PERMIT HOLDER by reason of or any of the foregoing matters, the DISTRICT shall upon notice by PERMIT HOLDER, defend the same at the DISTRICT’s expense and PERMIT HOLDER shall cooperate with the DISTRICT in any way connected with (i) such defense. PERMIT HOLDER need not have paid any such claim in order to be defended or indemnified. The party seeking indemnification hereunder shall give the breach by Purchaser other party prompt notice of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made asserted against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft it and the Redelivery of the AFCS and the Sparesbasis on which it intends to seek indemnification.

Indemnities. Purchaser shall indemnifya) Notwithstanding any provisions in the Note or Mortgage or any other instrument evidencing, protectsecuring, save guaranteeing or executed in connection with the Loan (collectively the "Loan Documents") limiting or negating Indemnitor’s personal liability, Indemnitor agrees to unconditionally and keep harmless Seller absolutely indemnify and each of hold Mortgagee (as defined in Section 12 hereof), its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agentspolicyholders, employees, members, partners, contractors subcontractors, agents and suppliers, (collectively, the “Seller Indemnitees”) for, attorneys harmless from and againstagainst any loss, cost, liability, damage, claim or expense, including attorneys’ fees, suffered or incurred by Mortgagee in connection with the Mortgaged Property at any time, whether before, during or after enforcement of Mortgagee’s rights and remedies upon default under the Loan Documents, under or on written demand shall pay or reimburse each Seller Indemnitee for the payment account of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments or as a result of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or Environmental Laws, as that term is defined in Section 13 hereof, (ii) any presence, release, or threat of release of Hazardous Materials, as defined in Section 13 hereof, at, upon, under or within the ownershipMortgaged Property, possession(iii) the presence Loan No. 526436:11 of asbestos or asbestos-containing materials, maintenancePCB’s, modificationradon gas, controlurea formaldehyde foam insulation or lead (whether in paint, usewater, operationsoil, saleor plaster) at the Mortgaged Property, leasing or other application or disposition (iv) any breach of the Sparescovenants and warranties made in Section 2 hereof or in Paragraph 39 of the Mortgage, (v) the Aircraft, falsity of any of the AFCS, any Engine representations made in Section 2 hereof or any Part or component thereof or interest thereinin Paragraph 39 of the Mortgage, whether or not caused by Purchaser Indemnitor or any other person or party; provided, however, that such Losses are not attributable to (avi) the gross negligence failure of Indemnitor to duly perform the obligations or wilful misconduct actions set forth in Section 2 hereof and in Paragraph 39 of a Seller Indemnitee or the Mortgage, including, without limitation, for all parts of this subsection 1(a), with respect to: (bA) the breach imposition by Seller or any Seller Indemnitee governmental authority of any express warrantylien upon the Mortgaged Property, representation (B) clean-up costs, (C) liability for personal injury or obligation hereunder property damage or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, damage to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for environment, (D) any such Losses, diminution in the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery value of the Aircraft Mortgaged Property and the Redelivery of the AFCS (E) fines, penalties and the Sparespunitive damages.

Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Agents, protecteach Lender, save each Issuer, the Arrangers and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, trustees or advisors and suppliers, other representatives (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, fees expenses and disbursements (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (ax) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee or (by) the a material breach of any obligations under any Loan Document by Seller such Indemnitee or of any Related Indemnified Person, in each case as determined by a final, non appealable judgment of a court of competent jurisdiction or any Seller dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under the Facility and other than any claims arising out of any express warrantyact or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, representation the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or obligation any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction DocumentLoan Documents is consummated. Purchaser’s indemnification obligations All amounts due under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, Section 12.4 shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunderpaid within twenty (20) Business Days after written demand therefor. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser The agreements in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.Section 12.4

Indemnities. Purchaser Subject to applicable waivers of claims and rights of subrogation, Tenant shall indemnify, protect, defend (with counsel approved by Landlord in its reasonable discretion), indemnify and save Landlord harmless from and keep harmless Seller against any and each all claims and liabilities arising from: (i) the conduct or management by Tenant or by anyone claiming under Tenant of or from any work or thing whatsoever done in or about the Premises during the Term by Tenant or by anyone claiming under Tenant and from any condition existing, or any injury to or death of persons or damage to property occurring or resulting from an occurrence, during the Term in or about the Premises; and (ii) any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease or from any negligent act or omission on the part of Tenant or any of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, memberssubtenants, partnerslicensees, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, invitees or assignees. Tenant further agrees to indemnify Landlord from and againstagainst all costs, expenses (including reasonable attorneys’ fees) and on written demand shall pay other liabilities incurred in connection with any such indemnified claim or reimburse each Seller Indemnitee for the payment ofaction or proceeding brought thereon, any and all lossesof which, costsif reasonably suffered, expensespaid or incurred by Landlord, fees (including legal fees Tenant shall pay promptly upon receipt of written demand to Landlord as Additional Rent. Tenant’s duty to indemnify Landlord under this Paragraph 15 shall survive the expiration and disbursements)termination of this Lease with respect to any claims or liability occurring prior to such expiration or termination. Notwithstanding the foregoing, paymentsnothing herein shall be deemed to require Tenant to indemnify, demandsdefend, liabilitiesprotect or hold Landlord harmless from any liability, obligations, claims, actions, proceedingsdamages, penalties, finescause of action, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by cost or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date expense to the extent relating to or arising caused directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful willful misconduct of a Seller Indemnitee Landlord or (b) the breach by Seller Landlord’s agents, employees, contractors or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesinvitees.

Indemnities. Purchaser shall (a) The Fund agrees to indemnify, protectdefend and hold Distributor, save its officers and keep directors and any person who controls Distributor within the meaning of Section 15of the Securities Act of 1933, free and harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), paymentsclaims, demands, liabilities, liabilities and expenses (including the costs of investigating or defending such claims, actionsdemands or liabilities and any counsel fees incurred in connection therewith) which Distributor, proceedingsits officers and directors or any such controlling person may incur under the Securities Act of 1933, penaltiesor under the common law or otherwise, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or based upon any alleged untrue statements of a material fact contained in the Fund's Registration Statement and Exhibits, Prospectuses, or Statement of Additional Information or arising out of or based upon any way connected with (i) alleged omission to state a material fact required to be stated in such documents or necessary to make the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or partystatements in them not misleading; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofindemnity, to the extent Purchaser has complied with that it might require indemnity of a person who is an officer or director or controlling person of Distributor and who is also a director or officer of the Fund, shall not inure to the benefit of such officer or director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the Securities Act of 1933; and further provided that in no event shall anything herein contained be so construed as to protect Distributor (or its officers and directors or any controlling persons) against any liability to the Fund or its stockholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or negligence, in the performance of its duties or by reason of its reckless disregard of its obligations thereunderand duties under this Agreement. If a claim is made against a Seller Indemnitee for The Fund's agreement to indemnify Distributor, its officers and directors and any such Lossescontrolling person as aforesaid is expressly conditioned upon its being notified of any action brought against Distributor, its officers and directors or any such controlling person, such notification to be given by letter or telegram address to the Fund at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or legal process shall have been serviced. The failure to so notify the Fund of any such action shall not relieve it from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on the account of the indemnity contained in the this paragraph. The Fund will be entitled at its election, to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by the Distributor. In the event that the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the relevant Seller Indemnitee defendant or defendants in such suit shall promptly notify Purchaser upon receiving notice bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such claim. If requested by Purchaser suit, or in writingcase Distributor does not approve of counsel chosen the Fund will reimburse Distributor, such Seller Indemnitee willits officers and directors, at Purchaser’s expense, take such action as Purchaser or the insurer defending controlling person named as defendant or defendants in such claim may reasonably direct with respect to such claimsuit, for the reasonable fees and expenses of any counsel retained by Distributor or them. Notwithstanding The indemnification contained in this paragraph and the representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any other provision investigation made by or on behalf of this AgreementDistributor, the obligations of parties under this Clause 8.1 will its officers and directors, or any controlling person, and shall survive the Delivery delivery of any Shares of the Aircraft Fund hereunder. This indemnity will inure exclusively to Distributor's benefit, to the benefit of its successors, to the benefit of its officers and directors and their respective estates, and to the Redelivery benefit of any controlling person and its successors. The Fund agrees promptly to notify Distributor of the AFCS commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issue and the Sparessale of its Shares.

Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliersthe transactions contemplated hereby are consummated, (collectively, A) the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and nature whatsoever expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, or resulting from, in whole or in part, one or more of the following: (a) this Agreement or any other Transaction Document (other than Taxesthe Equistar Undertaking or the Servicer’s activities as Servicer) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or which it is a party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller use of proceeds of any Purchase or reinvestment; (c) the interest of any Purchaser in any Receivable, any Contract or any Seller Indemnitee Related Security; or (d) any transaction contemplated by this Agreement or any other Transaction Document (other than the Equistar Undertaking) to which it is a party; and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts arising out of any express warranty, representation or obligation resulting from the Equistar Undertaking or the Servicer’s activities as Servicer or Buyer’s Servicer hereunder or under any the other Transaction Document. Purchaser’s indemnification obligations under this AgreementDocuments; excluding, except for those arising from a breach by Seller of any express warrantyhowever, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery all of the Aircraft and the Redelivery of the AFCS and the Spares.foregoing instances under clauses (A) and

Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Collateral Agent, the Govco Administrative Agent, the Lenders, the Loan Administrator and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the obligations other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, the use or intended use of parties the proceeds of the Loan) or any breach or default by the Obligors of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided that the Obligors shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise (i) from the gross negligence or willful misconduct of that Indemnitee (as actually and finally determined by a final and non-appealable judgment of a court of competent jurisdiction) and only to the extent that such Indemnified Liabilities constitute direct (as opposed to special, indirect, punitive or consequential) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each of the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Obligor or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Without limitation of the generality of the foregoing, each Indemnitee (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to any Obligor or any of its security holders or creditors for any action taken or omitted to be taken in good faith by it in accordance with the advice of such experts and (ii) shall incur no liability under or in respect to this Clause 8.1 will Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. The agreements in this Section 9.4 shall survive the Delivery termination of the Aircraft other provisions of this Agreement and the Redelivery other Loan Documents and, in the case of the AFCS and Collateral Agent, shall survive the Sparesresignation or removal of the Collateral Agent hereunder.

Indemnities. Purchaser shall indemnify(a) The Borrowers agree to indemnify and hold harmless the Administrative Agent, protecteach Arranger, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s Lender and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentatives, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (each such Person being an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees, disbursements and nature whatsoever (other than Taxesexpenses of financial and legal advisors to any such Indemnitee) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, the Disclosure Documents, the Term Loan Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Term Loans or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party“Indemnified Matters”); provided, however, that such Losses are the Borrowers shall not attributable have any obligation under this Section 10.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting primarily from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all liabilities and costs arising under any Environmental Law relating to or connected with the breach by Seller past, present or future operations of the Administrative Borrower or any Seller Indemnitee of its Subsidiaries or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any express warranty, representation Release of Contaminants; (ii) any costs or obligation hereunder liabilities incurred in connection with any Remedial Action concerning the Administrative Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any other Transaction Document. Purchaser’s indemnification obligations under this AgreementEnvironmental Law, except for including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. 9601 et seq.) as amended and applicable state property transfer laws, except, with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with attributable to the gross negligence or willful action of the Administrative Agent, such Lender or any agent on behalf of the Administrative Agent, such Lender. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its obligations thereunder. If directors, securityholders or creditors, an Indemnitee or any other person, or an Indemnitee is otherwise a claim is made against a Seller Indemnitee for any such Lossesparty thereto and whether or not the transactions contemplated hereby are consummated; provided that to the extent no conflict exists, the Loan Parties shall only be obligated to reimburse fees and expenses of one legal counsel for all Indemnified Persons in each relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesjurisdiction.

Indemnities. Purchaser The Borrowers shall indemnifyindemnify the Administrative Agent, protectthe Collateral Agent, save and keep harmless Seller the Lead Arranger, the Documentation Agent, the Syndication Agent, the Issuing Bank and each of its respective successors, assigns, affiliatesLender, and Seller’s and each Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the each such Person being called an “Seller IndemniteesIndemnitee”) for, from and against, and hold each Indemnitee harmless from, on written demand shall pay or reimburse each Seller Indemnitee for the payment ofan after-Tax basis, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penalties, finesliabilities and related expenses, damages including the reasonable fees, charges and judgments disbursements of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed oncounsel for any Indemnitee, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to arising out of, in connection with, or arising directly or indirectly out as a result of or in any way connected with (i) the breach execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by Purchaser the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any representation or warranty hereunder or other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition use of the Sparesproceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the Aircrafthandling of the Funding Accounts, the AFCSCollection Account, any Engine account subject to a Blocked Account Agreement and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or Lender relying on any instructions of the Administrative Borrower, (v) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any Part of their Subsidiaries, or component thereof any Environmental Liability related in any way to the Borrowers or interest thereinany of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether by Purchaser based on contract, tort or any other person or partytheory and regardless of whether any Indemnitee is a party thereto; provided, however, provided that such Losses indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are not attributable finally determined by a court of competent jurisdiction to (a) have resulted from the gross negligence or wilful willful misconduct of such Indemnitee in a Seller Indemnitee final nonappealable order or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesjudgment.

Indemnities. Purchaser shall indemnifyIf someone makes a claim against either you or Quantis ("Recipient" which may refer to you or Quantis depending upon which party received the Material), protectthat any information, save and keep harmless Seller and each of its respective successorsdesign, assignsspecification, affiliatesinstruction, software, data, or material ("Material") furnished by either you or Quantis ("Provider" which may refer to you or Quantis depending on which party provided the Material), and Seller’s used by the Recipient infringes its intellectual property rights, the Provider will indemnify the Recipient against the claim if the Recipient does the following:  notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);  gives the Provider sole control of the defense and each of their respective officersany settlement negotiations; and  gives the Provider the information, directors, shareholders, agents, employees, members, partners, contractors subcontractorsauthority, and suppliers, (collectivelyassistance the Provider needs to defend against or settle the claim. If the Provider believes or it is determined that any of the Material may have violated someone else's intellectual property rights, the “Seller Indemnitees”Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment require return of, the applicable Material and refund any fees the Recipient may have paid for it and all lossesany unused, costsprepaid fees you have paid applicable to the terminated license or service. If you are the Provider and such return materially affects Quantis' ability to meet its obligations under the relevant Order Form, expensesthen Quantis may, fees (including legal fees at its option and disbursements)upon 30 days prior written notice, paymentsterminate the Order Form. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider's user documentation or if the Recipient uses a version of the Materials which has been superseded, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments if the infringement claim could have been avoided by using an unaltered current version of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on Material which was provided to the Delivery Date Recipient. The Provider will not indemnify the Recipient to the extent relating to that an infringement claim is based upon any information, design, specification, instruction, software, data, or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are material not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied furnished by the insurance required to be maintained under Clause 8.2 hereof, Provider. Quantis will not indemnify you to the extent Purchaser has complied with its obligations thereunder. If a that an infringement claim is made against a Seller Indemnitee based upon the combination of any Material with any products or services not provided by Quantis. This section provides the parties' exclusive remedy for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser infringement claims or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesdamages.

Indemnities. Purchaser shall indemnifyWithout limiting any other rights which any Indemnified Party may have hereunder or under applicable Law, protect, save and keep harmless Seller and MPROD hereby agrees to indemnify each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, Indemnified Party from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, losses, costs, expenses, fees liabilities and out of pocket expenses (including legal reasonable fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and nature whatsoever (other than Taxescounsel) (collectivelyall of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, “Losses”)or relating to, imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with connection with, (i1) the breach by Purchaser of any representation or warranty hereunder made by MPROD (or (iiany of its Responsible Officers) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparesunder this Agreement, the Aircraft, the AFCSMaster Distributor Security Agreement or any supplement thereto, any Engine Distribution Agreement, any Completion Bond or any Part agreement related to a Co-Financing Transaction which shall have been incorrect in any material respect when made, without giving effect to any clauses therein relating to materiality or component thereof Material Adverse Effect, (2) a failure of MPROD to perform or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification observe its obligations under this Agreement, except for those arising from the Master Distributor Security Agreement or any supplement thereto, any Distribution Agreement, any Completion Bond or any agreement related to a breach Co-Financing Transaction, without giving effect to any clauses therein relating to materiality or Material Adverse Effect, (3) any action by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser MPROD in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision contravention of this Agreement, or failure to act by MPROD in accordance with the obligations requirements of parties under this Clause 8.1 will survive Agreement that would result in the Delivery failure to vest and maintain in favor of MVL, legal and equitable title to, and ownership of, the Film Rights for each Completed Film, free and clear of any Adverse Claim, (4) any action by MPROD that would result in the failure to vest and maintain in MVL a first priority perfected security interest in any of the Aircraft Collateral under the Master Distributor Security Agreement, free and clear of any Adverse Claim other than Permitted Liens, (5) the Redelivery failure of MPROD to remit Gross Receipts received by it pursuant to Section 3(f)(B) to the AFCS Collection Account as required herein, (6) the failure by MPROD to comply with any applicable Law, (7) any failure of MPROD to pay when due any Taxes owed by it, or (8) the commingling of amounts received in respect of Gross Receipts with other funds of any Marvel Company. Without limiting or being limited by the foregoing, MPROD agrees to pay, on demand, to each Indemnified Party any and the Spares.all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from:

Indemnities. Purchaser shall a. Licensee hereby agrees to indemnify, protectdefend and hold Licensor, save and keep harmless Seller and each of its respective successorstheir hotels, assignspartners, subsidiaries, affiliates, franchises, and Seller’s allied companies and each of their respective officers, directors, shareholders, agents, employeescontractors, members, partners, contractors subcontractors, subcontractors and suppliers, employees (collectively, the “Seller "Indemnitees”") for, harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demandsclaims, liabilities, claimsdamages, actions, proceedings, penalties, fines, damages and judgments fines penalties or costs of any kind and whatsoever nature whatsoever (other than Taxes) (collectively, “Losses”including reasonable attorneys' fees), imposed onand whether or not occurring during the term hereof or occasioned or contributed to by the negligence of Licensor, incurred by a Hotel, or asserted against any Seller Indemnitee from agent or employee of the Indemnitees, or any of them (except as and after the Delivery on the Delivery Date to the extent relating otherwise prohibited by applicable law), arising out of or in any way connected with, and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise, arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser actions or omissions of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations Licensee under this Agreement. Licensee's representations, except for those arising from a breach warranties, covenants agreements and licenses hereunder, the services provided by Seller Licensee or any Licensees or other subcontractors, of Licensee hereunder or any related act of failure to act by Licensee, its agents, licensees, subcontractors, servants employees or invitees, including without limitation the use of the Licensed Area and any allegation that the Equipment or any part of them infringes any rights of any express warrantyother person, representation including without limitation copyright, patent, trade secret, trademark, artist rights, droit moral, privacy, publicity or obligation hereunder other intellectual property laws, whether or under any other Transaction Document, shall solely be satisfied not occurring during the term hereof or occasioned or contributed to by the insurance required to be maintained under Clause 8.2 hereofnegligence of an Indemnitee or an agent or employee of the Indemnitees, or any of them (except as and to the extent Purchaser has complied with its obligations thereunderprohibited by applicable law). If a In the event that any claim is made or any action or proceeding is brought against a Seller Indemnitee for the Indemnitees, or any such Lossesof them, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice arising out of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct connected with respect to such claim. Notwithstanding any other provision of this Agreement, any such Indemnitees may be notice to Licensee, elect to require Licensee, at Licensee's expense, to resist such claim or take over the obligations defense of parties under this Clause 8.1 will survive any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the Delivery prior approval of the Aircraft and the Redelivery of the AFCS and the Sparessuch Indemnitee.

Indemnities. Purchaser Parent Borrower shall indemnify, protect, save indemnify the Agent (and keep harmless Seller any sub-agent thereof) and each of its respective successors, assigns, affiliates, and Seller’s Lender and each Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the each such Person being called an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofharmless from, any and all losses, costsclaims, expensesdamages, fees liabilities and related expenses (including legal fees the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee), paymentsincurred by any Indemnitee or asserted against any Indemnitee by any third party or by Parent Borrower arising out of, demandsin connection with, liabilitiesor as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Term Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, leased or operated by Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Credit Party or any of a Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, actionsdamages, proceedingsliabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, penalties, fines, damages if Parent Borrower or such Credit Party has obtained a final and judgments nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that Parent Borrower for any reason fails to indefeasibly pay any amount required under the paragraph above or Section 1.3(c) to be paid by it to the Agent (or any sub-agent thereof) or any Related Party of any kind and nature whatsoever of the foregoing, each Lender severally agrees to pay to the Agent (other than Taxesor any such sub-agent) (collectivelyor such Related Party, “Losses”)as the case may be, imposed onsuch Lender’s Pro Rata Share of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to such sub-agent) in its capacity as such, or arising directly or indirectly out of or in against any way connected with (i) the breach by Purchaser Related Party of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, foregoing acting for the Aircraft, the AFCS, any Engine Agent (or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (asub-agent) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied in connection with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparescapacity.

Indemnities. Purchaser shall indemnify14.6.1 In the event of any registered offering of Ordinary Shares pursuant to this Section 14, protectthe Company will indemnify and hold harmless, save to the fullest extent permitted by law, any Holder and keep harmless Seller any underwriter for such Holder, and each of its respective successorsperson, assignsif any, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, who controls the “Seller Indemnitees”) forHolder or such underwriter, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costsdamages, expenses, fees (including legal fees and disbursements), payments, demandsclaims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company's consent) to which the Holder or any such underwriter or controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever liabilities (other than Taxes) (collectively, “Losses”or actions or proceedings in respect thereof), imposed on, incurred by costs or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly expenses arise out of or in any way connected with are based upon (i) the breach by Purchaser any untrue statement of any representation material fact contained in the registration statement or warranty hereunder included in the prospectus, as amended or supplemented, or (ii) the ownershipomission to state therein a material fact required to be stated therein or necessary to make the statements therein, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition in the light of the Sparescircumstances in which they are made, not misleading, and the AircraftCompany will reimburse the Holder, such underwriter and each such controlling person of the AFCSHolder or the underwriter, for any Engine or any Part or component thereof or interest therein, whether by Purchaser reasonable legal or any other person expenses incurred by them in connection with investigating, preparing to defend or partydefending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding as decided by final judgment of a competent court; provided, however, that the Company will not be liable in any such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, case to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for that any such Lossesloss, damage, liability, cost or expense arises out of or is based upon an untrue statement or omission so made in conformity with information furnished in writing by a Holder, such underwriter or such controlling persons in writing specifically for inclusion therein; provided, further, that the indemnity agreement contained in this subsection 14.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect until such Holder sells or transfers his shares to any third party. In no event shall the liability of the Company exceed the gross proceeds from the offering received by the Holder regardless of any investigation made by or on behalf of the selling shareholder, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice underwriter or any controlling person of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser the selling shareholder or the insurer defending underwriter, and regardless of any sale in connection with such claim may reasonably direct with respect to such claimoffering by the selling shareholder. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will Such indemnity shall survive the Delivery transfer of the Aircraft and the Redelivery of the AFCS and the Sparessecurities by a selling shareholder.

Indemnities. Purchaser shall indemnifyThe Creditor agrees to indemnify and hold harmless the Corporation and its directors, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractorsadvisors and legal counsel, and suppliers, (collectively, the “Seller Indemnitees”) fortheir respective Associates and Affiliates, from and againstagainst any and all loss, liability, claim, damage and on written demand shall pay or reimburse each Seller Indemnitee for the payment ofexpense whatsoever including, but not limited to, any and all lossesfees, costscosts and expenses whatsoever reasonably incurred in investigating, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by preparing or asserted defending against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of based upon any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the SparesCreditor contained herein or in any document furnished by the Creditor to the Corporation in connection herewith being untrue in any material respect or any breach or failure by the Creditor to comply with any covenant, acknowledgement or agreement made by the AircraftCreditor herein or in any document furnished by the Creditor to the Corporation in connection herewith. Each of the Obligors agrees to indemnify and hold harmless the Creditor and its directors, the AFCSofficers, employees, agents, advisors and legal counsel, and their respective Associates and Affiliates, from and against any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any Engine and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, administrative proceeding or investigation commenced or threatened or any Part claim whatsoever arising out of or component thereof based upon any representation or interest therein, whether warranty of such Obligor contained herein or in any document furnished by Purchaser such Obligor to the Creditor in connection herewith being untrue in any material respect or any other person breach or party; providedfailure by such Obligor to comply with any covenant, however, that acknowledgement or agreement made by such Losses are not attributable to (a) the gross negligence Obligor herein or wilful misconduct of a Seller Indemnitee or (b) the breach in any document furnished by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, such Obligor to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser Creditor in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesconnection herewith.

Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Agents, protectthe FILO Agent, save each Lender, each Issuer and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, controlling persons and suppliers, other representatives and the successors and permitted assigns of each of the foregoing (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilitiesdamages, claims, actionsand reasonable, proceedings, penalties, fines, damages documented and judgments invoiced out-of-pocket fees and expenses (including Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of Attorney Costs, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of a single firm of counsel to all Indemnitees taken as a whole and, if necessary, a single firm of local counsel for all Indemnitees taken as a whole in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions), and solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional firm of counsel for each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, 207 delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities, in each case arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims, costs, expenses or disbursements resulted from (aA) (x) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or of any Related Indemnified Person or (by) the a breach of any obligations under any Loan Document by Seller such Indemnitee or of any Related Indemnified Person, in each case, as determined by a final, non appealable judgment of a court of competent jurisdiction or (B) any dispute solely between or among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any Seller Indemnitee similar role under the Facility (excluding their role as a Lender) and other than any claims arising out of any express warrantyact or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, representation the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or obligation any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party or any Affiliate thereof have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction DocumentLoan Documents is consummated. Purchaser’s indemnification obligations All amounts due under this AgreementSection 12.4 shall be paid within twenty (20) Business Days after written demand thereof from the Administrative Agent, except for those arising from a breach by Seller the FILO Agent or the Indemnitee entitled thereto. The agreements in this Section 12.4 shall survive the resignation of the Administrative Agent, the Collateral Agent, the FILO Agent, the Swing Loan Lender or any Issuer, the replacement of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLender, the relevant Seller Indemnitee termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 12.4 shall promptly notify Purchaser upon receiving notice not apply to Taxes, or amounts excluded from the definition of such claim. If requested by Purchaser in writingTaxes pursuant to clauses (i) through (viii) of the first sentence of Section 3.1(a), such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct that are imposed with respect to such claimpayments to or for account of any Agent or any Lender under any Loan Document, which shall be governed by Section 3.1. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesThis Section 12.4 also shall not apply to Other Taxes or to taxes covered by Section 3.4.

Indemnities. Purchaser shall The Lessee hereby bears and assumes all risk and liability for, and the Lessee hereby agrees to indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Sellerhold harmless the Lessor from any and all claims, liens, demands, or liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the lease, operation, maintenance and use of the Bus, including death, personal injury, damage to property, claims by the Lessee’s and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractorsand servants; claims by the FTA with regard to compliance with the terms of Article X of this Lease, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date liability howsoever arising with respect to the extent relating to Bus and the ownership or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or partythereof; provided, however, that such Losses are the Lessee shall not attributable be required to indemnify the Lessor or any other indemnitee for: (ai) any claim in respect of the Bus arising from acts or events which occur after possession of the Bus has been redelivered to the Lessor at the expiration of the Lease Term, (ii) any claim resulting from acts which would constitute the willful misconduct or gross negligence of the Lessor or wilful misconduct of a Seller Indemnitee any other indemnitee; (iii) any claim arising in connection with liens on the Bus created by the Lessor; or (biv) claims resulting solely from the breach by Seller the Lessor of its covenant of quiet enjoyment set forth in Section 4.01 hereof. If the Lessor is subjected to any expense or any Seller Indemnitee liability because of any express warranty, representation default or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warrantythe Lessee hereunder, representation or obligation hereunder or under any other Transaction Documentthen, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, upon written notice to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLessee of the nature and/or amount thereof, the relevant Seller Indemnitee Lessee shall promptly notify Purchaser upon receiving notice forthwith discharge the same, and if not so discharged, the amount of such claimexpense shall be payable as a Supplemental Lease Payment. If requested The indemnities and assumptions of liability herein provided for shall continue in full force and effect (notwithstanding the termination of this Lease, whether by Purchaser in writingexpiration of time, such Seller Indemnitee willby operation of law, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct otherwise) with respect to such claim. Notwithstanding any other provision of this Agreement, claims based upon losses occurring during the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesLease Term.

Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date Subject to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 Section 8.3 hereof, to the fullest extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Lossespermitted by law, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee Tenant will, at PurchaserTenant’s sole cost and expense, take such action as Purchaser Indemnify Landlord Parties against all Claims arising from (i) any Personal Injury, Bodily Injury or Property Damage whatsoever occurring in or at the Premises or the insurer defending such claim may reasonably direct Project to the extent caused by any willful act or negligent act or omission of any of the Tenant Parties; (ii) any material violation by Tenant of, or material failure by Tenant to comply with, Environmental Laws, Disabilities Acts or any other applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments that Tenant is obligated to comply with hereunder, regardless of whether the same are in existence on this date of the Lease or enacted, promulgated or issued after the date of this Lease; (iii) any liens or encumbrances arising out of any work performed or materials furnished by or for the account of Tenant; or (iv) commissions or other compensation or charges claimed by any real estate broker or agent other than the Broker(s) specified in the Basic Lease Provisions, with respect to such claimthis Lease when the Claim is by, through, or under Tenant, but not otherwise. Notwithstanding Subject to Section 8.3 hereof, to the fullest extent permitted by law, Landlord will, at Landlord’s sole cost and expense, Indemnify Tenant Parties against all Claims arising from (i) any Personal Injury, Bodily Injury or Property Damage whatsoever occurring in or at the Premises to the extent caused by any willful act or negligent act or omission of any of the Landlord Parties; (ii) any material violation by Landlord of, or material failure by Landlord to comply with, Environmental Laws, Disabilities Acts or any other provision applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments that Landlord is obligated to comply with hereunder, regardless of whether the same are in existence on this date of the Lease or enacted, promulgated or issued after the date of this AgreementLease; (iii) any liens or encumbrances arising out of any work performed or materials furnished by Landlord as described in Rider I for the account of Tenant; or (iv) commissions or other compensation or charges claimed by any real estate broker or agent other than the Broker(s) specified in the Basic Lease Provisions, with respect to this Lease when the obligations of parties Claim is by, through, or under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesLandlord, but not otherwise.

Indemnities. Purchaser shall indemnify, The Corporation hereby covenants and agrees to protect, save indemnify and keep hold harmless Seller the Agent and its directors, officers, employees, solicitors and agents and each of its respective successors, assigns, affiliates, the other dealers appointed by the Agent and Seller’s and each of their respective officers, directors, shareholders, agentsofficers, employees, memberssolicitors and agents (individually, partnersan “Indemnified Party” and, contractors subcontractors, and suppliers, (collectively, the “Seller IndemniteesIndemnified Parties”) for, from and againstagainst all losses (except for loss of profits), and on written demand shall pay or reimburse each Seller Indemnitee for the payment ofclaims, any and all lossesexpenses, costs, expensesdamages or liabilities, fees whether joint or several (including legal fees and disbursements), payments, demands, liabilities, claims, the aggregate amount paid in reasonable settlement of any actions, proceedingssuits, penaltiesproceedings or claims) which they may suffer or incur by reason of the performance of professional services rendered in connection with the Offering, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after provided that the Delivery on the Delivery Date Corporation shall not be liable under this Section 14 to the extent relating that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, expense, cost, damage or liability resulted from any act or failure to act undertaken or arising directly omitted to be undertaken by the Agent through its bad faith, negligence or indirectly out wilful misconduct. If any action or claim shall be asserted against an Indemnified Party in respect of which indemnity may be sought from the Corporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation's liability under this paragraph unless such delay has prejudiced the defence to such claim). The Corporation shall be entitled but not obliged to participate in or assume the defence thereof, provided, however that the defence shall be through legal counsel acceptable to the Indemnified Party, acting reasonably and without undue delay. In addition, the Indemnified Party shall also have the right to employ separate counsel in any way connected with such action and participate in the defence thereof, and the fees and expense of such counsel shall be borne by the Indemnified Party unless (i) the breach employment thereof has been specifically authorized in writing by Purchaser of any representation or warranty hereunder or the Corporation; (ii) the ownershipIndemnified Party has been advised by counsel acceptable to the Corporation, possessionacting reasonably, maintenance, modification, control, use, operation, sale, leasing or other application or disposition that representation of the SparesCorporation and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them; (iii) the Corporation has failed within a reasonable time after receipt of such written notice to assume the defence of such action or claim; or (iv) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those defences available to the Corporation. It is understood and agreed that the Corporation shall not, in connection with any suit in the Aircraftsame jurisdiction, be liable for the AFCSlegal fees and expenses of more than one separate legal firm to represent the Indemnified Parties. Neither party shall effect any settlement of any such action or claim or make any admission of liability without the written consent of the other party, any Engine such consent not to be unreasonably withheld or any Part delayed. The indemnity hereby provided for shall remain in full force and effect and shall not be limited to or component thereof or interest therein, whether affected by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee indemnity in respect of any express warranty, representation or obligation hereunder or under matters specified in this section obtained by the Indemnified Party from any other Transaction Documentperson. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to To the extent Purchaser has complied with its obligations thereunder. If that any Indemnified Party is not a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect party to such claim. Notwithstanding any other provision of this Agreement, the obligations Agent shall obtain and hold the right and benefit of parties this section in trust for and on behalf of such Indemnified Party. The Corporation hereby waives any right that it may have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this Clause 8.1 will survive Section 14 as well as any right to contribution which it may have against the Delivery Indemnified Party. The Corporation hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to indemnification hereunder is brought against the Agent or any Indemnified Party and to the assignment of the Aircraft and benefit of this section to any Indemnified Party for the Redelivery purpose of enforcement provided that nothing herein shall limit the AFCS and Corporation's right or ability to contest the Sparesappropriate jurisdiction or forum for the determination of any such claims.

Indemnities. Purchaser shall indemnifyTo the fullest extent permitted by law, protectTenant will, save at Tenant’s sole cost and keep harmless Seller and each of its respective successorsexpense, assignsIndemnify Landlord Parties against all Claims arising from (z) any Personal Injury, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, Bodily Injury or Property Damage whatsoever occurring in or at the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or Premises; (ii) any Bodily Injury to an employee of a Tenant Party arising out of and in the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition course of employment of the Sparesemployee and occurring anywhere in the Project; (iii) the use or occupancy, or manner of use or occupancy, or conduct or management of the AircraftPremises or of any business therein; (iv) any act, error, omission, negligence, or willful misconduct of any of Tenant Parties in, on or about the AFCSPremises or the Project; (v) the conduct of Tenant’s business; (vi) any alterations, any Engine activities, work or any Part things done, omitted, permitted or component thereof allowed by Tenant Parties in, at or interest thereinabout the Premises or Project, whether by Purchaser including the violation of or failure to comply with, or the alleged violation of or alleged failure to comply with, Environmental Laws, Disabilities Acts or any other person applicable laws, statutes, ordinances, standards, rules, regulations, orders, or partyjudgments in existence on the date of the Lease or enacted, promulgated or issued after the date of this Lease; provided(vii) any breach or default by Tenant in the full and prompt payment of any amount due under this Lease, howeverany breach, that violation or nonperformance of any term, condition, covenant or other obligation of Tenant under Section Two Page 21 Landlord Initials: /s/ ONB Tenant Initials: /s/ JH this Lease, or any misrepresentation made by Tenant or any guarantor of Tenant’s obligations in connection with this Lease; (viii) all damages sustained by Landlord as a result of any holdover by Tenant or any Tenant party in the Premises including, but not limited to, any claims by another lessee resulting from a delay by Landlord in delivering possession of the Premises to such Losses are not attributable to lessee; (aix) the gross negligence any liens or wilful misconduct encumbrances arising out of a Seller Indemnitee any work performed or materials furnished by or for Tenant; or (bx) commissions or other compensation or charges claimed by any real estate broker or agent [other than the breach by Seller or any Seller Indemnitee of any express warrantyBroker(s) specified in the Basic Lease Provisions], representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this AgreementLease by, the obligations of parties through, or under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesTenant.

Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s Lender and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in Article III) for, (each such Person being an "Indemnitee") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Disclosure Document or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party"Indemnified Matters"); provided, however, that such Losses are the Borrower shall not attributable have any obligation under this Section 13.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting primarily from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Parent Guarantor, the Borrower or any Seller of its Subsidiaries involving any property subject to a Loan Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Parent Guarantor, the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Parent Guarantor, the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Parent Guarantor, representation the Borrower or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementof its Subsidiaries by virtue of foreclosure, except for except, with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for incurred following (A) foreclosure by the Administrative Agent or any such LossesLender, or the Administrative Agent, any Lender having become the successor in interest to the Parent Guarantor, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice Borrower or any of such claim. If requested by Purchaser in writingits Subsidiaries, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect and (B) attributable solely to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery acts of the Aircraft and the Redelivery Administrative Agent or such Lender or any agent on behalf of the AFCS and the SparesAdministrative Agent or such Lender.

Indemnities. Purchaser shall indemnifyPERMIT XXXXXX agrees to indemnify and hold harmless the DISTRICT and its directors, protectmembers, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directorsemployees and other representatives from and against and in respect of any and all claims, shareholderssuits, agentsactions, judgments, damages, liabilities and expenses (including reasonable legal fees and expenses of counsel chosen by the DISTRICT) as when incurred arising out of, involving, or in connection with, the use or occupancy (or both) of the Premises by PERMIT HOLDER, specifically including without limitation claims arising from personal injury or death or property damage, excepting only matters arising out of the sole negligence of the DISTRICT. If any claim, action or proceeding is brought against the DISTRICT by reason of any of the foregoing matters, PERMIT HOLDER shall upon notice by the DISTRICT, defend the same at PERMIT HOLDER’s expense and the DISTRICT shall cooperate with PERMIT HOLDER in any such defense. The DISTRICT need not have paid any such claim in order to be defended or indemnified. The DISTRICT agrees to indemnify and hold harmless PERMIT HOLDER and its members, officers, employees, members, partners, contractors subcontractors, invitees or guests and suppliers, (collectively, the “Seller Indemnitees”) for, other representatives from and against, against and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, in respect of any and all lossessuits, costsactions, expensesjudgments, fees damages, liabilities and expenses (including reasonable legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages expenses of counsel chosen by PERMIT HOLDER) as and judgments when incurred rising out of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee based upon the sole negligence of the DISTRICT or alleged to arise from and after environmental matters affecting the Delivery on the Delivery Date Premises to the extent relating not caused by or attributable to PERMIT HOLDER. If any claim, action or arising directly or indirectly out proceeding is brought against PERMIT HOLDER by reason of or any of the foregoing matters, the DISTRICT shall upon notice by PERMIT HOLDER, defend the same at the DISTRICT’s expense and PERMIT HOLDER shall cooperate with the DISTRICT in any way connected with (i) such defense. PERMIT HOLDER need not have paid any such claim in order to be defended or indemnified. The party seeking indemnification hereunder shall give the breach by Purchaser other party prompt notice of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made asserted against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft it and the Redelivery of the AFCS and the Sparesbasis on which it intends to seek indemnification.

Indemnities. Purchaser shall The Lessee hereby bears and assumes all risk and liability for, and the Lessee hereby agrees, but only to the extent allowed by law, to indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Sellerhold harmless the Lessor from any and all claims, liens, demands, or liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the lease, operation, maintenance and use of the Bus, including death, personal injury, damage to property, claims by the Lessee’s and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractorsand servants; claims by the FTA with regard to compliance with the terms of Article X of this Lease, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date liability howsoever arising with respect to the extent relating to Bus and the ownership or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or partythereof; provided, however, that such Losses are the Lessee shall not attributable be required to indemnify the Lessor or any other indemnitee for : (ai) any claim in respect of the Bus arising from acts or events which occur after possession of the Bus has been redelivered to the Lessor at the expiration of the Lease Term, (ii) any claim resulting from acts which would constitute the willful misconduct or gross negligence of the Lessor or wilful misconduct of a Seller Indemnitee any other indemnitee; (iii) any claim arising in connection with liens on the Bus created by the Lessor; or (biv) claims resulting solely from the breach by Seller the Lessor of its covenant of quiet enjoyment set forth in Section 4.01 hereof. If the Lessor is subjected to any expense or any Seller Indemnitee liability because of any express warranty, representation default or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warrantythe Lessee hereunder, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, then upon written notice to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLessee of the nature and/or amount thereof, the relevant Seller Indemnitee Lessee shall promptly notify Purchaser upon receiving notice forthwith discharge the same, and if not so discharged, the amount of such claimexpense shall be payable as a Supplemental Lease Payment. If requested The indemnities and assumptions of liability herein provided for shall continue in full force and effect (notwithstanding the termination of this Lease, whether by Purchaser in writingexpiration of time, such Seller Indemnitee willby operation of law, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct otherwise) with respect to such claim. Notwithstanding any other provision of this Agreement, claims based upon losses occurring during the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesLease Term.

Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protectthe Syndication Agent, save and keep harmless Seller the Arranger, each Lender and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in Article III) for, (each such Person being an "Indemnitee") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, any Disclosure Document or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party"Indemnified Matters"); provided, however, that such Losses are the Borrower shall not attributable have any obligation under this Section 13.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting primarily from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Parent Guarantor or any Seller of its Subsidiaries involving any property subject to a Loan Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Parent Guarantor or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Parent Guarantor or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Parent Guarantor or any of its Subsidiaries by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementexcept, except for with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with incurred following (A) foreclosure by the Administrative Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Parent Guarantor or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesSubsidiaries, and (B) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Indemnitee will, at Purchaser’s expense, take Lender or such action as Purchaser Issuer or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent, such Lender or such Issuer.

Indemnities. Purchaser Whether or not the transactions contemplated hereby shall ----------- be consummated, the Borrower agrees to indemnify, protect, save pay and keep harmless Seller and each of its respective successors, assigns, affiliateshold the Bank, and Seller’s and each of their respective the shareholders, officers, directors, shareholdersemployees and agents of the Bank ("Indemnified Person"), agentsharmless from and against any and all claims, employees------------------- liabilities, memberslosses, partnersdamages, contractors subcontractorscosts and expenses (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' fees and supplierscosts (including, without limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, document production, attendance at a deposition, or other discovery, prior to the assumption of defense by the Borrower, with respect to or arising out of any proposed acquisition by the Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), this Agreement or any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements"Indemnified Liabilities"), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee provided that ----------------------- the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller any such Indemnified Persons. If any claim is made, or any Seller Indemnitee action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within thirty (30) days of the Bank being notified in writing of any express warrantysuch claim or the commencement of such action, representation suit or obligation hereunder proceeding, and the Borrower will assume the defense of such action, suit or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementproceeding, except for those arising from a breach employing counsel selected by Seller of any express warrantyBorrower's insurance carrier, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied selected by the insurance required to be maintained under Clause 8.2 hereof, Borrower and reasonably satisfactory to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesIndemnified Person, and pay the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice fees and expenses of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.such

Indemnities. Purchaser a. Grantor shall indemnify, protectdefend and hold harmless LGF, save and keep harmless Seller and each of its respective successorsparent, assignssubsidiaries, affiliates, assignees, licensees, sublicensees, distributors, sub-distributors and Seller’s dealers, and each of their respective officers, the directors, shareholdersofficers, agents, employees, members, partners, contractors subcontractors, consultants and suppliers, representatives of the foregoing (collectively, the “Seller LGF Indemnitees”) for), from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all lossesclaims, costs, expensesliabilities, fees obligations, judgments or damages (including legal reasonable outside attorneys’ fees but excluding lost profits and disbursementsconsequential damages), paymentsarising out of or for the purpose of avoiding any suit, demandsclaim, proceeding or demand or the settlement thereof, which may be brought against any of the LGF Indemnitees by reason of the actual or proposed production of the Picture, or the use or disposition of rights granted herein, or in connection with the breach of any of the warranties, representations or obligations made by Grantor, except to the extent that Grantor is required to be indemnified by LGF pursuant to paragraph 11(b) hereinbelow. b. LGF shall indemnify, defend and hold harmless Grantor, its parent, subsidiaries, affiliates, assignees, and the directors, officers, agents, consultants and representatives of the foregoing (the “Grantor Indemnitees”), from all claims, costs, liabilities, claimsobligations, actionsjudgments or damages (including reasonable outside attorneys’ fees but excluding lost profits and consequential damages), proceedingsarising out of or for the purpose of avoiding any suit, penaltiesclaim, finesproceeding or demand or the settlement thereof, damages and judgments which may be brought against any of the Grantor Indemnitees by reason of the distribution, advertising or promotion of the Picture, or in connection with the breach of any kind and nature whatsoever (other than Taxes) (collectivelyof the warranties, “Losses”)representations or obligations made by LGF, imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date except to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance LGF is required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied indemnified by Grantor in accordance with its obligations thereunderparagraph 11(a) hereinabove. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee c. The parties hereto shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct meaningfully consult with each other with respect to such claimthe defense, institution or settlement of litigation in connection with the rights granted hereunder and LGF’s exploitation thereof during the Term and in the Territory. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares12.

Indemnities. Purchaser shall Borrower agrees to indemnify, protect, save hold harmless and keep harmless Seller defend the Lender and its Related Persons (each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the such Person being an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and against all losses, costs, expensesLiabilities (including brokerage commissions, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxescompensation) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any matter relating to or arising directly out of, in connection with or indirectly out as a result of or in any way connected with (i) any Loan Document, any Disclosure Document, any Obligation (or the breach by Purchaser repayment thereof), the use or intended use of the proceeds of any representation Loan or warranty hereunder any securities filing of, or with respect to, Borrower, (ii) the ownershipany actual or prospective investigation, possession, maintenance, modification, control, use, operation, sale, leasing litigation or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest thereinproceeding, whether or not brought by Purchaser any such Indemnitee (and including attorneys’ fees in any case), whether or not any such Indemnitee is a party thereto, and whether or not based on any securities or commercial law or regulation or any other person Requirement of Law or partytheory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 10.3 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such Losses are not attributable to (a) liability has resulted primarily from the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller or such Indemnitee. Furthermore, Borrower waives and agrees not to assert against any Seller Indemnitee Indemnitee, any right of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct contribution with respect to such claim. Notwithstanding any other provision of this AgreementLiabilities that may be imposed on, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesincurred by or asserted against any Related Person.

Indemnities. Purchaser a. Grantor shall indemnify, protectdefend and hold harmless LGF, save and keep harmless Seller and each of its respective successorsparent, assignssubsidiaries, affiliates, assignees, licensees, sublicensees, distributors, sub-distributors and Seller’s dealers, and each of their respective officers, the directors, shareholdersofficers, agents, employees, members, partners, contractors subcontractors, consultants and suppliers, representatives of the foregoing (collectively, the “Seller LGF Indemnitees”) for), from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all lossesclaims, costs, expensesliabilities, fees obligations, judgments or damages (including legal reasonable outside attorneys’ fees but excluding lost profits and disbursementsconsequential damages), paymentsarising out of or for the purpose of avoiding any suit, demandsclaim, proceeding or demand or the settlement thereof, which may be brought against any of the LGF Indemnitees by reason of the production of the Picture, or the use or disposition of rights granted herein, or in connection with the breach of any of the warranties, representations or obligations made by Grantor, except to the extent that Grantor is required to be indemnified by LGF pursuant to paragraph 1 l(b) hereinbelow. b. LGF shall indemnify, defend and hold harmless Grantor, its parent, subsidiaries, affiliates, assignees, and the directors, officers, agents, consultants and representatives of the foregoing (the “Grantor Indemnitees”), from all claims, costs, liabilities, claimsobligations, actionsjudgments or damages (including reasonable outside attorneys’ fees but excluding lost profits and consequential damages), proceedingsarising out of or for the purpose of avoiding any suit, penaltiesclaim, finesproceeding or demand or the settlement thereof, damages and judgments which may be brought against any of the Grantor Indemnitees by reason of the distribution, advertising or promotion of the Picture, or in connection with the breach of any kind and nature whatsoever (other than Taxes) (collectivelyof the warranties, “Losses”)representations or obligations made by LGF, imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date except to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance LGF is required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied indemnified by Grantor in accordance with its obligations thereunderparagraph 1l(a) hereinabove. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee c. The parties hereto shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct meaningfully consult with each other with respect to such claimthe defense, institution or settlement of litigation in connection with the rights granted hereunder and LGF’s exploitation thereof during the Term and in the Territory. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares12.

Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectivelythe transactions contemplated hereby are consummated, the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind and nature whatsoever (other than Taxesincluding, without limitation, reasonable attorneys' fees and expenses) (collectivelyall of the foregoing being collectively referred to as "Indemnified Amounts") arising out of, “Losses”)or resulting from, imposed onin whole or in part, incurred one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, however, Indemnified Amounts to the extent relating to or arising directly or indirectly out of or in any way connected with resulting from either (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party, or (y) the failure to collect amounts in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor's financial inability to pay such amounts. If a claim is made against a Seller Indemnitee for Without limiting or being limited by the foregoing and whether or not any such Lossesof the transactions contemplated hereby are consummated, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of pay on demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:

Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectivelythe transactions contemplated hereby are consummated, the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind and nature whatsoever (other than Taxesincluding, without limitation, reasonable attorneys’ fees and expenses) (collectivelyall of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, “Losses”)or resulting from, imposed onin whole or in part, incurred one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Purchaser in any Receivable, any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, however, Indemnified Amounts to the extent relating to or arising directly or indirectly out of or in any way connected with resulting from (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party or, (y) the failure to collect amounts in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts. If a claim is made against a Seller Indemnitee for Without limiting or being limited by the foregoing and whether or not any such Lossesof the transactions contemplated hereby are consummated, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of pay on demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:

Indemnities. Purchaser Without limiting any other rights that any Beneficiary may otherwise have hereunder or under applicable law, the Originator shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatespay, and Seller’s shall indemnify on an after-Tax basis each Beneficiary for, any and each of their respective officersall damages, directorslosses, shareholdersclaims, agentsliabilities, employeespenalties, membersTaxes, partners, contractors subcontractors, costs and suppliers, expenses (collectively, the “Seller IndemniteesIndemnified Losses”) forarising out of or otherwise relating to any Transaction Document, from and against, and on written demand shall pay the transactions contemplated thereby or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments acquisition of any kind and nature whatsoever (other than Taxes) (collectivelyportion of the Sold Interest, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Beneficiary seeking indemnification, (b) solely due to the credit risk of an Obligor and for which reimbursement would constitute recourse for uncollectible Receivables, (c) a breach by the Seller of any of its representations and warranties or obligations under the Transaction Documents or (d) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization. Without limiting the foregoing indemnification, the Originator shall indemnify each Beneficiary for Indemnified Losses (including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to the Seller or the Collection Agent, but otherwise subject to the limitations in clauses (a) - (d) of the preceding sentence) relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.resulting from:

Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Agents, protecteach Lender, save each Issuer, the Arrangers and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, trustees or advisors and suppliers, other representatives (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, fees expenses and disbursements (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (ax) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee, (by) the a material breach of any obligations under any Loan Document by Seller such Indemnitee or of any Related Indemnified Person, in each case as determined by a final, non- appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any Seller Indemnitee similar role under the Facility and other than any claims arising out of any express warrantyact or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, representation the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or obligation any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction DocumentLoan Documents is consummated. Purchaser’s indemnification obligations All amounts due under this AgreementSection 12.4 shall be paid within twenty (20) Business Days after written demand therefor. The agreements in this Section 12.4 shall survive the resignation of the Administrative Agent, except for those arising from a breach by Seller the Collateral Agent, the Swing Loan Lender or any Issuer, the replacement of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLender, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery termination of the Aircraft Aggregate Commitments and the Redelivery repayment, satisfaction or discharge of all the AFCS and the Sparesother Obligations. This Section 12.4 shall not apply to Taxes, which shall be governed by Section 3.1. This Section 12.4 also shall not apply to Other Taxes or to Taxes covered by Section 3.4.

Indemnities. Purchaser This Schedule shall indemnifyapply to the conduct, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, by a Party from whom an indemnity is sought under this Agreement (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “LossesIndemnifier”), imposed onof claims made by a third person against a party having (or claiming to have) the benefit of the indemnity (the “Beneficiary”). If the Beneficiary receives any notice of any claim for which it appears that the Beneficiary is, incurred by or asserted against may become, entitled to indemnification under this Agreement (a “Claim”), the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any Seller Indemnitee from and after event within 10 Working Days of receipt of the Delivery same. Subject to Paragraph 2, on the Delivery Date giving of a notice by the Beneficiary, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnifier’s own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the extent relating Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable cooperation, access and assistance for the purposes of such Claim and, subject to Paragraph 2.2, the Beneficiary shall not make any admission which could be prejudicial to the defence or arising directly settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to Paragraph 1.3: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or indirectly out settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with Paragraph 1.3; the Indemnifier fails to notify the Beneficiary in writing of its intention to take conduct of the relevant Claim within 10 Working Days of the notice from the Beneficiary or if the Indemnifier notifies the Beneficiary in writing that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any way connected material respect with (i) the breach by Purchaser provisions of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesParagraph 1.4.

Indemnities. Purchaser shall The Lessee hereby bears and assumes all risk and liability for, and the Lessee hereby agrees to indemnify, protectdefend and hold harmless the Lessor from any and all claims, save liens, demands, or liabilities, costs and keep harmless Seller expenses (including reasonable attorneys’ fees) arising out of or relating to the lease, operation, maintenance and each use of its respective successorsthe Buses, assignsincluding death, affiliatespersonal injury, and Sellerdamage to property, claims by the Lessee’s and each of their respective officers, directors, shareholdersemployees, agents, employeesand servants, members, partners, contractors subcontractors, and suppliers, (collectively, claims by the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for FTA with regard to compliance with the payment of, any terms of Article X of this Lease and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date liability howsoever arising with respect to the extent relating to Buses and the ownership or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or partythereof; provided, however, that such Losses are the Lessee shall not attributable be required to indemnify the Lessor or any other indemnitee for (ai) any claim in respect of the Buses arising from acts or events which occur after possession of the Buses has been redelivered to the Lessor at the expiration of the Lease Term, (ii) any claim resulting from acts which would constitute the willful misconduct or gross negligence of the Lessor or wilful misconduct of a Seller Indemnitee any other indemnitee, (iii) any claim arising in connection with liens on the Buses created by the Lessor or (biv) claims resulting solely from the breach by Seller the Lessor of its covenant of quiet enjoyment set forth in Section 4.01 hereof. If the Lessor is subjected to any expense or any Seller Indemnitee liability because of any express warranty, representation default or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warrantythe Lessee hereunder, representation or obligation hereunder or under any other Transaction Documentthen, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, upon written notice to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLessee of the nature and/or amount thereof, the relevant Seller Indemnitee Lessee shall promptly notify Purchaser upon receiving notice forthwith discharge the same, and if not so discharged, the amount of such claimexpense shall be payable as a Supplemental Lease Payment. If requested The indemnities and assumptions of liability herein provided for shall continue in full force and effect (notwithstanding the termination of this Lease, whether by Purchaser in writingexpiration of time, such Seller Indemnitee willby operation of law, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct otherwise) with respect to such claim. Notwithstanding any other provision of this Agreement, claims based upon losses occurring during the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesLease Term.

Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Collateral Agent, the KHFC Administrative Agent, the Lenders, the Loan Administrator and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the obligations of parties under this Clause 8.1 will survive other Loan Documents or the Delivery transactions contemplated hereby or thereby (including, without limitation, the use or intended use of the Aircraft and the Redelivery proceeds of the AFCS and Loan) or any breach or default by the Spares.Obligors of any provision of the Loan Documents or solely with respect to the Board, any statement contained in the Application (collectively called the "Indemnified Liabilities"); provided that the Obligors shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such

Indemnities. Purchaser shall indemnify, protect, save From and keep harmless Seller and each of its respective successors, assigns, affiliatesafter the Effective Time, and Seller’s and each of their respective officerssubject to the immediately following paragraph, directors, shareholders, agents, employees, members, partners, contractors subcontractorsJervois shall, and suppliersshall cause M2 Cobalt to, indemnify and hold harmless and provide advancement of expenses to, and Jervois shall not do anything to prevent M2 Cobalt from indemnifying and 37680408_3|NATDOCS holding harmless and providing advancement of expenses to, all present and past directors and officers of M2 Cobalt (collectively, the “Seller IndemniteesIndemnified Persons”) forto the maximum extent permitted by Law and in accordance with the terms of any such arrangements between M2 Cobalt and its present and past directors and officers existing on the date hereof, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all lossesliabilities and obligations, costs, expenses, fees costs or expenses (including reasonable legal fees and disbursementsfees), paymentsjudgments, demandsfines, liabilitieslosses, claims, actionsdamages or liabilities incurred in connection with any claim, proceedingsaction, penaltiessuit, finesproceeding or investigation, damages and judgments whether civil, criminal, administrative or investigative arising out of any kind and nature whatsoever (other than Taxes) (collectivelyor related to such Indemnified Person’s service as a director or officer of M2 Cobalt or services performed by such persons at the request of M2 Cobalt at or prior to the Effective Time, “Losses”)whether asserted or claimed prior to, imposed on, incurred by at or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date Effective Time (to the extent relating to the Indemnified Person acted honestly and in good faith and in the best interests of M2 Cobalt and in the case of criminal or arising directly administrative action or indirectly out of or in any way connected with (i) the breach proceeding that is enforced by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparesa monetary penalty, the AircraftIndemnified Person had reasonable grounds for believing that the conduct was lawful), including the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision approval of this Agreement, the obligations Arrangement or the other transactions contemplated by this Agreement or arising out of parties or related to this Agreement and the Transactions contemplated hereby. Without the consent of the Indemnified Person, neither Jervois nor M2 Cobalt shall settle, compromise or consent to the entry of any judgment in any claim, action, suit, proceeding or investigation or threatened claim, action, suit, proceeding or investigation for which indemnification is required to be provided under this Clause 8.1 will Article 9 (i) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Person (which release shall be in form and substance satisfactory to such Indemnified Person, acting reasonably) from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Person otherwise consents or (ii) that includes an admission of fault of such Indemnified Person. Subject only to the limitations set forth in this Article 9, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favour of any Indemnified Person as provided in the articles of incorporation or by-laws of M2 Cobalt or any indemnification contract or policy between such Indemnified Person and M2 Cobalt shall survive the Delivery Effective Time and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of the Aircraft and the Redelivery of the AFCS and the Sparesany such Indemnified Person.

Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Agents, protecteach Lender, save each Issuer and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, controlling persons and suppliers, other representatives and the successors and permitted assigns of each of the foregoing (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilitiesdamages, claims, actionsand reasonable, proceedings, penalties, fines, damages documented and judgments invoiced out-of-pocket fees and expenses (including Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of Attorney Costs, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of a single firm of counsel to all Indemnitees taken as a whole and, if necessary, a single firm of local counsel for all Indemnitees taken as a whole in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions), and solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional firm of counsel for each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities, in each case arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims, costs, expenses or disbursements resulted from (aA) (x) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or of any Related Indemnified Person or (by) the a breach of any obligations under any Loan Document by Seller such Indemnitee or of any Related Indemnified Person, in each case, as determined by a final, non appealable judgment of a court of competent jurisdiction or (B) any dispute solely between or among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any Seller Indemnitee similar role under the Facility (excluding their role as a Lender) and other than any claims arising out of any express warranty, representation act or obligation hereunder omission of the Borrower or under any other Transaction Documentof its Affiliates. Purchaser’s indemnification obligations under To the extent that the undertakings to indemnify and hold harmless set forth in this Agreement, except for those arising from a breach by Seller Section 12.4 may be unenforceable in whole or in part because they are violative of any express warranty, representation applicable law or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Lossespublic policy, the relevant Seller Indemnitee Borrower shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or contribute the insurer defending such claim may reasonably direct with respect maximum portion that it is permitted to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties pay and satisfy under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.199

Indemnities. Purchaser A. Except for losses, liabilities, obligations, damages, penalties, claims, costs, charges, and expenses resulting from the negligence or willful misconduct of any of the Landlord Related Parties, Tenant shall indemnify, protect, save defend and keep hold the Landlord Related Parties harmless Seller against and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costsliabilities, expensesobligations, fees (including legal fees and disbursements)damages, payments, demands, liabilitiespenalties, claims, actionscosts, proceedingscharges and expenses, penaltiesincluding, fineswithout limitation, damages reasonable architects' and judgments of any kind and nature whatsoever (other than Taxes) (collectivelyattorneys' fees, “Losses”), which may be imposed onupon, incurred by by, or asserted against any Seller Indemnitee from of the Landlord Related Parties and after the Delivery on the Delivery Date to the extent relating to or arising arising, directly or indirectly indirectly, out of or in connection with the use or occupancy or maintenance of the Premises by, through or under Tenant, and (without limiting the generality of the foregoing) any way connected with of the following occurring during the Term: (i) any work or thing done in, on or about the breach Premises or any part thereof by Purchaser any of any representation or warranty hereunder or the Tenant Related Parties; (ii) the ownershipany use, nonuse, possession, maintenanceoccupation, modification, control, usecondition, operation, sale, leasing maintenance or other application or disposition management of the Spares, the Aircraft, the AFCS, any Engine Premises or any Part part thereof; (iii) any act or component thereof or interest therein, whether by Purchaser omission of Tenant or any other person or party; providedof the Tenant Related Parties (but as to Tenant's invitees, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, only to the extent Purchaser has complied such act or omission occurs within the Premises); (iv) any injury or damage to any person or property occurring in, on or about the Premises or any part thereof; or (v) any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this Lease with which Tenant, on its obligations thereunderpart, must comply or perform. If a claim In case any action or proceeding is made brought against a Seller Indemnitee for any such Lossesof the Landlord Related Parties by reason of any of the foregoing, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee willTenant shall, at Purchaser’s Tenant's sole cost and expense, take resist or defend such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreementproceeding by counsel approved by Landlord, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spareswhich approval shall not be unreasonably withheld.

Indemnities. Purchaser In addition to the payment of expenses pursuant to ----------- Section 11.1, whether or not the transactions contemplated hereby shall be consummated, the Borrower (as "Indemnitor") agrees to indemnify, protect, save pay and keep harmless Seller and each of its respective successors, assigns, affiliateshold ---------- the Lender, and Seller’s and each of their respective the officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractors, attorneys and suppliers, Affiliates of the Lender (collectively, the “Seller "Indemnitees”) for"), harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, ----------- against any and all lossesliabilities, costs, expenses, fees (including legal fees and disbursements), payments, demands, expenses liabilities, claimsobligations, losses, damages, penalties, actions, proceedingsjudgments, penaltiessuits, fines, damages claims and judgments disbursements of any kind and or nature whatsoever (other than Taxes) (collectivelyincluding, “Losses”without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by by, or asserted against the Indemnitee, in any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent manner relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive Note or the Delivery other Loan Documents related to the Transactions or the use or intended use of the Aircraft and the Redelivery proceeds of any of the AFCS and proceeds thereof to the SparesBorrower (the "Indemnified Liabilities"); provided that, the Indemnitor shall ----------------------- -------- not have any obligation to an Indemnitee hereunder with respect to an -------- Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction.

Indemnities. Purchaser shall Indemnitor hereby agrees to unconditionally indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Seller’s and each of their respective officershold Lender Group harmless against: (1) any loss, directorsfines, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claimspenalties, actions, suits, proceedings, penaltiesliability, finesdamage, damages and judgments expense or claim incurred in connection with, arising out of, resulting from or incident to the application of any kind Environmental Law with respect to the Trust Property; (2) any breach of any representation or warranty or the inaccuracy of any representation made by Indemnitor in or pursuant to this Indemnity; (3) any breach of any covenant or agreement made by Indemnitor in or pursuant to this Indemnity; (4) any liability or obligation arising out of CERCLA, any equivalent state statute or any other Environmental Law which may be incurred or asserted against the Lender Group, directly or indirectly, under Environmental Laws, with respect to the Trust Property; and nature whatsoever (5) any other than Taxes) (collectivelyloss, “Losses”)liability, imposed ondamage, expense or claim which may be incurred by or asserted against any Seller Indemnitee the Lender Group, directly or indirectly, resulting from and after the Delivery presence of Hazardous Material on the Delivery Date Trust Property, including (A) all foreseeable and unforeseeable consequential damages, (B) the costs of any required or necessary investigation, repair, cleanup, remediation or detoxification and (C) the costs of the preparation and implementation of any closure, remedial or other remedial plans. Notwithstanding anything herein to the contrary, this Indemnity shall not be construed to impose liability on Indemnitor for Hazardous Materials placed, released or disposed of on the Trust Property or any obligation or liability under Environmental Law (except to the extent relating to caused by the acts or arising directly omissions of Indemnitor or indirectly out of or in any way connected with its agents, employees, contractors, licensees, guests and tenants) (i) after the breach date of foreclosure, assignment (other than an assignment by Purchaser of any representation the Agent to a successor "Agent" under the Loan Agreement) or warranty hereunder or sale, (ii) after the ownershipacceptance by the Agent (for the benefit of the Lender Group) of a deed in lieu of foreclosure, (iii) during any period during which a receiver appointed upon the request or petition of the Agent (for the benefit of the Lender Group) is in possession of the Trust Property or the Agent (for the benefit of the Lender Group) operates the Trust Property as a mortgagee in possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of (iv) to the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that extent such Losses are not attributable to (a) liability arises from the gross negligence or wilful willful misconduct of a Seller Indemnitee or the Agent (bfor the benefit of the Lender Group) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesindemnitee hereunder.

Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protect, save and keep harmless Seller each Lender and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in ARTICLE III) for, (each such Person being an "INDEMNITEE") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, the Disclosure Statement, any Related Document, the Plan of Reorganization or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft"INDEMNIFIED MATTERS"); PROVIDED, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, howeverHOWEVER, that such Losses are the Borrower shall not attributable have any obligation under this SECTION 11.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Borrower or any Seller of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Borrower or any of its Subsidiaries by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementexcept, except for with respect to those arising from a breach by Seller of any express warrantymatters referred to in CLAUSES (I), representation or obligation hereunder or under any other Transaction Document(II), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(III) and (IV) above, to the extent Purchaser has complied with incurred following (A) foreclosure by the Administrative Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesSubsidiaries, and (B) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Indemnitee will, at Purchaser’s expense, take Lender or such action as Purchaser Issuer or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent or such Lender.

Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protecteach Arranger, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s Lender and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any condition set forth in Article III (each such Person being an "INDEMNITEE") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees, disbursements and nature whatsoever (other than Taxesexpenses of financial and legal advisors to any such Indemnitee) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, the Disclosure Document, the Revolving Credit Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft"INDEMNIFIED MATTERS"); PROVIDED, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, howeverHOWEVER, that such Losses are the Borrower shall not attributable have any obligation under this Section 10.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all environmental liabilities and costs arising from or connected with the breach by Seller past, present or future operations of the Borrower or any Seller Indemnitee of its Subsidiaries or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any express warranty, representation Release of Contaminants; (ii) any costs or obligation hereunder liabilities incurred in connection with any Remedial Action concerning any Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any other Transaction Document. Purchaser’s indemnification obligations under this AgreementEnvironmental Law, except for including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. 9601 ET SEQ.) and applicable state property transfer laws, except, with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, attributable to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Lender or such Issuer or any agent on behalf of the Administrative Agent, such lender or such Issuer. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, securityholders or creditors, an Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreementperson, or an Indemnitee is otherwise a party thereto and whether or not the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparestransactions contemplated hereby are consummated.

Indemnities. Purchaser Whether or not the transactions contemplated ----------- hereby shall be consummated, the Borrower agrees to indemnify, protect, save pay and keep harmless Seller and each of its respective successors, assigns, affiliateshold the Bank, and Seller’s and each of their respective the shareholders, officers, directors, shareholdersemployees and agents of the Bank ("Indemnified Person"), agentsharmless from and against any and all claims, employees------------------- liabilities, memberslosses, partnersdamages, contractors subcontractorscosts and expenses (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' fees and supplierscosts (including, without limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, document production, attendance at a deposition, or other discovery, prior to the assumption of defense by the Borrower, with respect to or arising out of any proposed acquisition by the Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), this Agreement or any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements"Indemnified Liabilities"), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee provided that ----------------------- the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller any such Indemnified Persons. If any claim is made, or any Seller Indemnitee action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within thirty (30) days of the Bank being notified in writing of any express warrantysuch claim or the commencement of such action, representation suit or obligation hereunder proceeding, and the Borrower will assume the defense of such action, suit or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementproceeding, except for those arising from a breach employing counsel selected by Seller of any express warrantyBorrower's insurance carrier, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied selected by the insurance required to be maintained under Clause 8.2 hereof, Borrower and reasonably satisfactory to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesIndemnified Person, and pay the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice fees and expenses of such claimcounsel. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision This covenant shall survive termination of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery Agreement and payment of the Aircraft and the Redelivery outstanding Revolving Note for a period of the AFCS and the Sparessix (6) years.

Indemnities. Purchaser Without limiting any other rights that any Beneficiary may otherwise have hereunder or under applicable law, the Originator shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatespay, and Seller’s shall indemnify on an after-Tax basis each Beneficiary for, any and each of their respective officersall damages, directorslosses, shareholdersclaims, agentsliabilities, employeespenalties, membersTaxes, partners, contractors subcontractors, costs and suppliers, expenses (collectively, the “Seller Indemnitees”"Indemnified Losses") forarising out of or otherwise relating to any Transaction Document, from and against, and on written demand shall pay the transactions contemplated thereby or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments acquisition of any kind and nature whatsoever portion of the Sold Interest, excluding only Indemnified Losses (other than Taxesthe "Excluded Losses") (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted from gross negligence or willful misconduct of the Beneficiary seeking indemnification, (b) such Indemnified Losses due to or arising directly result from the credit risk of an Obligor and for which reimbursement would constitute recourse for uncollectible Receivables, (c) such Indemnified Losses include Taxes on, or indirectly out of or in any way connected with (i) measured by, the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition overall net income of the Spares, the Aircraft, the AFCSAgent, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person Beneficiary computed in accordance with the Intended Tax Characterization, or party(d) such Indemnified Losses would constitute recourse to the Originator for Discount payable by the Seller under the Receivables Sale Agreement or fees under Section 1.4 of the Receivables Sale Agreement or under the Fee Letter or Pricing Letter; provided, however, that such Losses are not attributable to (a) nothing contained in this sentence shall limit the gross negligence liability of the Originator or wilful misconduct of a Seller Indemnitee or (b) limit the breach by Seller or any Seller Indemnitee recourse of any express warranty, representation or obligation hereunder or under Beneficiary to the Originator for any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely amounts otherwise specifically provided to be satisfied paid by the insurance required to be maintained under Clause 8.2 hereof, to Originator hereunder. Without limiting the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Lossesforegoing indemnification, the relevant Seller Indemnitee Originator shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser indemnify each Beneficiary for Indemnified Losses relating to or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.resulting from:

Indemnities. Purchaser shall Indemnitors hereby agree to unconditionally indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Seller’s hold the Trustee and each of their respective officersthe Holders harmless against: (1) any loss, directorsfines, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claimspenalties, actions, suits, proceedings, penaltiesliability, finesdamage, damages and judgments expense or claim incurred in connection with, arising out of, resulting from or incident to the application of any kind Environmental Law with respect to the Trust Property; (2) any breach of any representation or warranty or the inaccuracy of any representation made by Indemnitors in or pursuant to this Indemnity; (3) any breach of any covenant or agreement made by Indemnitors in or pursuant to this Indemnity; (4) any liability or obligation arising out of CERCLA, any equivalent state statute or any other Environmental Law which may be incurred or asserted against the Trustee or the Holders, directly or indirectly, under Environmental Laws, with respect to the Trust Property; and nature whatsoever (5) any other than Taxes) (collectivelyloss, “Losses”)liability, imposed ondamage, expense or claim which may be incurred by or asserted against any Seller Indemnitee the Trustee or the Holders, directly or indirectly, resulting from and after the Delivery presence of Hazardous Material on the Delivery Date Trust Property, including (A) all foreseeable and unforeseeable consequential damages, (B) the costs of any required or necessary investigation, repair, cleanup, remediation or detoxification and (C) the costs of the preparation and implementation of any closure, remedial or other remedial plans. Notwithstanding anything herein to the contrary, this Indemnity shall not be construed to impose liability on Indemnitors for Hazardous Materials placed, released or disposed of on the Trust Property or any obligation or liability under Environmental Law (except to the extent relating to caused by the acts or arising directly omissions of Indemnitors or indirectly out of or in any way connected with their respective agents, employees, contractor, licensees, guests and tenants) (i) after the breach date of foreclosure, assignment (other than an assignment by Purchaser of any representation the Trustee to a successor trustee under the Indenture) or warranty hereunder or sale, (ii) after the ownershipacceptance by the Trustee of a deed in lieu of foreclosure, (iii) during any period during which a receiver appointed upon the request or petition of the Trustee is in possession of the Trust Property or the Trustee operates the Trust Property as a mortgagee in possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of (iv) to the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that extent such Losses are not attributable to (a) liability arises from the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller Trustee or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesindemnitee hereunder.

Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless each Agent, protecteach Lender, save and keep harmless Seller Tranche B Investor and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit)) for, (each such Person being an "Indemnitee") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees, disbursements and nature whatsoever (other than Taxesexpenses of financial and legal advisors to any such Indemnitee) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of any Tranche B Document, this Agreement, any other Loan Document, any Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party"Indemnified Matters"); provided, however, that such Losses are the Borrower shall not attributable have any obligation under this Section 11.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, "Indemnified Matters" include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Borrower or any Seller of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Borrower or any of its Subsidiaries by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementexcept, except for with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with (x) incurred following foreclosure by the Administrative Agent, any Lender, Tranche B Investor or any Issuer, or the Administrative Agent, any Lender, Tranche B Investor or any Issuer having become the successor in interest to the Borrower or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, Subsidiaries and (y) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Indemnitee willLender, at Purchaser’s expense, take such action as Purchaser Tranche B Investor or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding Issuer or any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent, such Lender, Tranche B Investor or Issuer.

Indemnities. Purchaser The Borrowers shall indemnifyindemnify and hold harmless the Agents, protecteach Lender, save each Issuer, the Arrangers and keep harmless Seller their respective Affiliates and each of its respective successors, assigns, affiliatestheir, and Seller’s and each of their respective officersAffiliates’, branches, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, trustees or advisors and suppliers, other representatives (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, fees (including legal fees reasonable and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages documented out-of-pocket expenses and judgments disbursements of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but, in the case of Attorney Costs, limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and in the case of an actual or potential conflict of interest between Indemnitees (where the Indemnitee(s) affected by such conflict of interest informs the Borrowers in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan 270 Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment, Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrowers, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or any Environmental Liabilities arising out of the activities or operations of the Borrowers, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person, in each case of clauses (x) and (y), as determined by a final, non-appealable judgment of a court of competent jurisdiction, or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent, collateral agent, issuer of Letters of Credit, or arranger or any similar role under the Facilities and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable Law or public policy, the Borrowers shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (other than damages arising from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction), nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party; ). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 12.4 shall be paid within thirty (30) days after written demand therefor ;provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, promptly refund such amount to the extent Purchaser has complied with its obligations thereunder. If that there is a claim is made against final non-appealable order of a Seller court of competent jurisdiction that such Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct was not entitled to indemnification rights with respect to such claim. Notwithstanding any other provision payment pursuant to the express terms of this AgreementSection 12.4. The agreements in this Section 12.4 shall survive the resignation of the Administrative Agent, the obligations Collateral Agent, the Swing Loan Lender or any Issuer, the replacement of parties under this Clause 8.1 will survive any Lender, the Delivery termination of the Aircraft Commitments and the Redelivery repayment, satisfaction or discharge of all the AFCS other Obligations. Without limiting the provisions of Sections 3.1 and the Spares3.2, this Section 12.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Indemnities. Purchaser The Borrowers shall indemnifyindemnify and defend the Administrative Agent, protectthe Collateral Agent, save and keep harmless Seller the Lead Arranger, the Documentation Agent, the Syndication Agent and each of its respective successors, assigns, affiliatesLender, and Seller’s and each Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the each such Person being called an “Seller IndemniteesIndemnitee”) for, from and against, and hold each Indemnitee harmless from, on written demand shall pay or reimburse each Seller Indemnitee for the payment ofan after-Tax basis, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penalties, finesliabilities and related expenses, damages including the fees, charges and judgments disbursements of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed oncounsel for any Indemnitee, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to arising out of, in connection with, or arising directly or indirectly out as a result of or in any way connected with (i) the breach execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by Purchaser the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any representation or warranty hereunder or other transactions contemplated hereby, (ii) any Loan or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition use of the Sparesproceeds therefrom, (iii) the Aircrafthandling of the Collateral of the Loan Parties as herein provided, (iv) the AFCSAgent or Lender relying on any instructions of the Administrative Borrower, (v) any Engine actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any Part of their Subsidiaries, or component thereof any Environmental Liability related in any way to the Borrowers or interest thereinany of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether by Purchaser based on contract, tort or any other person theory and regardless of whether any Indemnitee or partya Loan Party is a party thereto; provided, however, provided that such Losses indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are not attributable finally determined by a court of competent jurisdiction to (a) have resulted from the gross negligence or wilful willful misconduct of such Indemnitee in a Seller Indemnitee final nonappealable order or (b) judgment. Without limiting the breach by Seller or any Seller Indemnitee of any express warrantyforegoing, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, but subject to the extent Purchaser has complied with its obligations thereunder. If a claim proviso in the preceding sentence, it is made against a Seller agreed and intended that the foregoing indemnity shall include the obligation of the Borrowers to indemnify, defend and hold each Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct harmless with respect to such claim. Notwithstanding any other provision of this Agreement, matter otherwise included in the obligations of parties under this Clause 8.1 will survive the Delivery scope of the Aircraft and the Redelivery of the AFCS and the Sparesforegoing indemnity whether such matter involves a proceeding brought by a Loan Party, a proceeding where a Loan Party is party to such proceeding or otherwise.

Indemnities. Purchaser shall (a) The Borrower agrees to, and does hereby, indemnify, protectdefend (with counsel reasonably acceptable to the Bank) and hold harmless the Bank, save and keep harmless Seller and each of its respective successorsdirectors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, employees and suppliers, agents (collectively, all being included in the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee word "Bank" for the payment of, purpose of this Section 4 (a)) from any and all lossesclaims, costscauses of action, expenses, fees (including legal fees and disbursements), paymentsdamages, demands, fines, liabilities, claims, actions, proceedingslosses, penalties, finessettlements, damages expenses and/or costs, however defined and judgments of any whatever kind of nature, known or unknown (including, but not limited to, attorneys' fees, consultants' fees, laboratory fees, and nature whatsoever (other than Taxes) (collectivelyrelated expenses, “Losses”all of which shall be reasonable), which may be asserted against, imposed on, suffered or incurred by or asserted against any Seller Indemnitee from and after by, the Delivery on the Delivery Date to the extent relating to or Bank, arising directly or indirectly out of or in any way connected with related to or due to (i) the breach by Purchaser of any representation Contamination or warranty hereunder or Release (ii) any injury to human health or safety (including wrongful death) or the ownershipenvironment by reason of Contamination or Release(iii) any violation, possessionor alleged violation, maintenanceby the Borrower or any Subsidiary of any Environmental Law; (iv) any material misrepresentation by the Borrower in this Rider and/or the Agreement pertaining to environmental matters or in any other documents or materials furnished by the Borrower or any Subsidiary to the Bank and/or its representatives in connection with the Agreement pertaining to environmental matters; (v) any breach of, modification, control, use, operation, sale, leasing or other application failure to comply with, or disposition any default after expiration of the Spares, the Aircraft, the AFCSapplicable grace and cure periods under, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this AgreementRider; (vi) any lawsuit brought or threatened, settlement reached, or governmental order relating to Contamination or Release or (vii) any lien imposed upon the obligations Property in favor of parties any governmental entity as a result of Contamination or Release. The duty of the Borrower to indemnify, defend, and hold harmless includes, but is not limited to any Regulatory Action. The Borrower further agrees that pursuant to its duty to indemnify under this Clause 8.1 will survive Section 4(a)a), it shall indemnify the Delivery Bank against all expenses incurred by the Bank (including attorneys' fees and costs) as they become due and not wait for the ultimate outcome of the Aircraft and the Redelivery of the AFCS and the Sparesany litigation or administrative proceeding.

Indemnities. Purchaser shall indemnifyWithout limiting any other rights which the Indemnified Parties may have under the Transaction Documents or any related documents or under applicable law, protect, save and keep harmless Seller each of the Centralising Unit and each of its respective successorsSeller hereby agrees to indemnify the Purchaser, assignsthe Italian Issuer, affiliatesthe Agent, the Joint Lead Arrangers, the Calculation Agent, the Depositor, the Issuers, the Liquidity Banks and Seller’s and the Fund Subscribers, each of their respective officersaffiliates and each officer, directorsdirector, shareholders, agents, employees, members, partners, contractors subcontractors, employee and suppliers, agent of any of the foregoing (collectively, the each an “Seller IndemniteesIndemnified Party”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all damages, losses, costsclaims, expensesliabilities, fees costs and expenses (including legal reasonable attorneys’ fees and disbursements) (and, in each case, any value added tax thereon) in any way arising out of the Transaction Documents or any documents related to the Securitisation Transaction (excluding, however, any of the foregoing (a) to the extent resulting from the gross negligence (faute lourde) or willful misconduct (dol) on the part of such Indemnified Party or the breach by an Indemnified Party of material obligations under any Transaction Document or any related document, as finally determined by a court of competent jurisdiction), paymentsor (b) constituting recourse for Sold Receivables which are not paid or are uncollectible on account of the insolvency, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments bankruptcy or inability to pay of any kind and nature whatsoever (other than Taxesthe applicable obligor) (collectively, “LossesIndemnified Amounts”), imposed onincluding, without limitation, any and all damages, losses, claims, liabilities, costs and expenses incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of Indemnified Party as a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.result of:

Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree, jointly and severally, to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Collateral Agent, the Lenders, the Participants, the Govco Administrative Agent, the Loan Administrator and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the obligations of parties under this Clause 8.1 will survive other Loan Documents or the Delivery transactions contemplated hereby or thereby (including, without limitation, the use or intended use of the Aircraft and the Redelivery proceeds of the AFCS Loan) or the syndication of the Loan or any statement contained in the Application or otherwise made by or on behalf of either Obligor to the Board or any breach or default by either Obligor of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided, that neither Obligor shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise (i) from the gross negligence or willful misconduct of that Indemnitee (as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction) and only to the Sparesextent such Indemnified Liabilities constitute direct (as opposed to special, indirect, consequential or punitive) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Obligors shall contribute the maximum portion that they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to either of the Obligors or any of their security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for 106 any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings).

Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, protect, save pay and keep harmless Seller hold the Agent and each of its respective successors, assigns, affiliatesLender, and Seller’s and each of their respective the shareholders, officers, directors, shareholdersemployees and agents of the Agent and each Lender (each, agentsan "INDEMNIFIED PERSON"), employeesharmless from and against any and all claims, membersliabilities, partnerslosses, contractors subcontractorsdamages, costs and suppliersexpenses, including reasonable attorneys' fees and costs (including the reasonable estimate of the allocated cost of in-house legal counsel and staff) and including costs of investigation, document production, attendance at a deposition or other discovery, related to or in connection with the transactions contemplated by this Agreement or any contemplated use of the proceeds of the Loans, whether or not any Indemnified Person is a party thereto (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements"INDEMNIFIED LIABILITIES"), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date except to the extent relating to that such Indemnified Liabilities result from the gross negligence or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition willful misconduct of the SparesAgent or any Lender. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the AircraftIndemnified Person shall notify the Borrower of such claim or of the commencement of such action, suit or proceeding, and the AFCSBorrower shall have the option to, any Engine and at the request of the Indemnified Person shall, direct and control the defense of such action, suit or any Part or component thereof or interest thereinproceeding, whether employing counsel selected by Purchaser or any other person or partythe Borrower and reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel; provided, however, that any Indemnified Person may at its own expense retain separate counsel to participate in such Losses defense. Notwithstanding the foregoing, such Indemnified Person shall have the right to employ separate counsel at the Borrower's expense and to control and direct its own defense of such action, suit or proceeding if, in the reasonable opinion of counsel to such Indemnified Person, (i) there are or may be legal defenses available to such Indemnified Person or to other Indemnified Persons that are different from or additional to those available to the Borrower that the Borrower cannot attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee assert, or (bii) a conflict or potential conflict exists between the breach by Seller Borrower and such Indemnified Person that would make such separate representation advisable. The Borrower agrees that it will not, without the prior written consent of the Agent, settle or any Seller Indemnitee compromise or consent to the entry of any express warrantyjudgment in any pending or threatened claim, representation action, suit or obligation hereunder proceeding with respect to which the indemnification provided for in this Section is available (whether or under not any Indemnified Person is a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Agent and each other Transaction DocumentIndemnified Person from all liability arising or that may arise out of such claim, action, suit or proceeding. Purchaser’s indemnification obligations under To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Agreement, except for those arising from a breach by Seller Section 3.7 may be unenforceable because it is violative of any express warrantylaw or public policy, representation or obligation hereunder or the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofapplicable law, to the extent Purchaser has complied with its obligations thereunderpayment and satisfaction of all Indemnified Liabilities incurred by any Indemnified Person. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee This covenant shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision survive termination of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery Agreement and payment of the Aircraft and the Redelivery of the AFCS and the Sparesoutstanding Notes.

Indemnities. Purchaser shall Each Loan Party agrees to indemnify, protectpay, save and keep harmless Seller hold each Agent Party, each Lender, and each Related Party of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any Lender (collectively, the “Seller Indemnitees”) for, harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all lossesliabilities, costsobligations, expenses, fees losses (including legal reasonable fees of attorneys and disbursementsconsultants), paymentsdamages, demands, liabilities, claimspenalties, actions, proceedingsjudgments, penalties, fines, damages suits and judgments claims of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), that may be imposed on, incurred by by, or asserted against the Indemnitee as a result of Administrative Agent and each Lender being a party to this Agreement or otherwise in connection with this Agreement, any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine other Loan Documents or any Part of the transactions contemplated hereby or component thereof or interest therein, whether by Purchaser or any other person or partythereby; provided, howeverthat the Loan Parties shall have no obligation to an Indemnitee hereunder with respect to liabilities arising from the gross negligence, willful misconduct of, or breach of any Loan Document by, that Indemnitee, in each such Losses are not attributable to (a) the gross negligence or wilful misconduct case as determined by a final non appealable judgment of a Seller Indemnitee court of competent jurisdiction. To the fullest extent permitted by Applicable Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (bas opposed to direct or actual damages) the breach by Seller arising out of, in connection with, or any Seller Indemnitee of any express warrantyas a result of, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except any other Loan Document or any agreement or instrument contemplated thereby, the transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof. No Indemnitee referred to in this paragraph shall be liable for those any damages arising from a breach the use by Seller unintended recipients of any express warrantyinformation or any materials distributed by it through telecommunications, representation electronic or obligation hereunder other information transmission systems in connection with this Agreement or under the other Loan Documents or the transactions contemplated hereby or thereby. This Subsection 9.1 and all indemnification provisions contained within any other Transaction Document, Loan Document shall solely be satisfied by survive the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision termination of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft . Amended and the Redelivery of the AFCS and the Spares.Restated Credit Agreement/Shenandoah Telecommunications Company

Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Lenders, the Loan Administrator, each Counter-Guarantor and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the obligations of parties under this Clause 8.1 will survive other Loan Documents, any Counter-Guarantee or the Delivery transactions contemplated hereby or thereby (including, without limitation, the use or intended use of the Aircraft and the Redelivery proceeds of the AFCS Loan) or the syndication of the Loan or any statement contained in the Application or otherwise made by or on behalf of the Borrower to the Board or any breach or default by the Borrower of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided that the Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise (i) from the gross negligence or willful misconduct of that Indemnitee (as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction) and only to the Sparesextent such Indemnified Liabilities constitute direct (as opposed to special, indirect, consequential or punitive) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings).

Indemnities. Purchaser shall indemnify(a) The Borrowers agree to indemnify and hold harmless the Administrative Agent, protectthe Syndication Agent, save and keep harmless Seller the Documentation Agent, each Lender and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in Article III) for, (each such Person being an "Indemnitee") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement (including any Existing Loan Document or any Agreement amended by any Existing Loan Document), any other Loan Document, any Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party"Indemnified Matters"); provided, however, that such Losses are the Borrowers shall not attributable have any obligation under this Section 9.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence negligence, willful misconduct or wilful misconduct breach of its obligations under any Loan Document of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Company or any Seller of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Company or any of its Subsidiaries by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementexcept, except for with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with incurred following (A) foreclosure by the Administrative Agent any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Company or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesSubsidiaries, and (B) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Indemnitee will, at Purchaser’s expense, take Lender or such action as Purchaser Issuer or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent, or such Lender.

Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protecteach Arranger, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s Lender and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (each such Person being an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees, disbursements and nature whatsoever (other than Taxesexpenses of financial and legal advisors to any such Indemnitee) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, the Disclosure Document, the Revolving Credit Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party“Indemnified Matters”); provided, however, that such Losses are the Borrower shall not attributable have any obligation under this Section 10.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all environmental liabilities and costs arising from or connected with the breach by Seller past, present or future operations of the Borrower or any Seller Indemnitee of its Subsidiaries or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any express warranty, representation Release of Contaminants; (ii) any costs or obligation hereunder liabilities incurred in connection with any Remedial Action concerning any Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any other Transaction Document. Purchaser’s indemnification obligations under this AgreementEnvironmental Law, except for including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. 9601 et seq.) and applicable state property transfer laws, except, with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, attributable to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Lender or such Issuer or any agent on behalf of the Administrative Agent, such lender or such Issuer. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, securityholders or creditors, an Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreementperson, or an Indemnitee is otherwise a party thereto and whether or not the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparestransactions contemplated hereby are consummated.

Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliersthe transactions contemplated hereby are consummated, (collectively, A) the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and nature whatsoever expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, or resulting from, in whole or in part, one or more of the following: (a) this Agreement or any other Transaction Document (other than Taxesthe Lyondell Undertaking or the Servicer’s activities as Servicer) to which it is a party; (collectivelyb) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Purchaser in any Receivable, “Losses”)any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or any other Transaction Document (other than the Lyondell Undertaking) to which it is a party; and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts arising out of or resulting from the Lyondell Undertaking or the Servicer’s activities as Servicer or Buyer’s Servicer hereunder or under the other Transaction Documents; excluding, imposed onhowever, incurred by or asserted against any Seller Indemnitee from in all of the foregoing instances under clauses (A) and after the Delivery on the Delivery Date (B) above, Indemnified Amounts (1) to the extent relating to or arising directly or indirectly out of or in any way connected with resulting from (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party or, (y) the failure to collect amounts in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts or (2) that are subject to the exclusions from reimbursement or payment therefor under Section 2.14. If a claim is made against a Seller Indemnitee for Without limiting or being limited by the foregoing and whether or not any such Lossesof the transactions contemplated hereby are consummated, the relevant applicable Seller Indemnitee Party shall promptly notify Purchaser upon receiving notice of pay within five Business Days after demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:

Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Collateral Agent, the Counter-Guarantors, the Lenders, the Loan Administrator and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the obligations other Loan Documents, any Counter-Guarantee or the transactions contemplated hereby or thereby (including, without limitation, the use or intended use of parties the proceeds of the Loan) or any breach or default by the Obligors of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided that the Obligors shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise (i) from the gross negligence or willful misconduct of that Indemnitee (as actually and finally determined by a final and non-appealable judgment of a court of competent jurisdiction) and only to the extent that such Indemnified Liabilities constitute direct (as opposed to special, indirect, punitive or consequential) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each of the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Obligor or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, 97 business or anticipated savings). Without limitation of the generality of the foregoing, each Indemnitee (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to any Obligor or any of its security holders or creditors for any action taken or omitted to be taken in good faith by it in accordance with the advice of such experts and (ii) shall incur no liability under or in respect to this Clause 8.1 will Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. The agreements in this Section 9.4 shall survive the Delivery termination of the Aircraft other provisions of this Agreement and the Redelivery other Loan Documents and, in the case of the AFCS and Collateral Agent, shall survive the Sparesresignation or removal of the Collateral Agent hereunder.

Indemnities. Purchaser shall indemnify(a) Notwithstanding any provisions in the Note or Mortgage or any other instrument evidencing, protectsecuring, save guaranteeing or executed in connection with the Loan (collectively the “Loan Documents”) limiting or negating Indemnitor’s personal liability, Indemnitor agrees to unconditionally and keep harmless Seller absolutely indemnify and each of hold Lender (as defined in Section 12 hereof), its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agentspolicyholders, employees, members, partners, contractors subcontractors, agents and suppliers, (collectively, the “Seller Indemnitees”) for, attorneys harmless from and againstagainst any loss, cost, liability, damage, claim or expense, including attorneys’ fees, suffered or incurred by Lender in connection with the Mortgaged Property at any time, whether before, during or after enforcement of Lender’s rights and remedies upon default under the Loan Documents, under or on written demand shall pay or reimburse each Seller Indemnitee for the payment account of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments or as a result of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or Environmental Laws, as that term is defined in Section 13 hereof, (ii) any presence, release, or threat of release of Hazardous Materials, as defined in Section 13 hereof, at, upon, under or within the ownershipMortgaged Property, possession(iii) the presence of asbestos or asbestos-containing materials, maintenancePCB’s, modificationradon gas, controlurea formaldehyde foam insulation or lead (whether in paint, usewater, operationsoil, saleor plaster) at the Mortgaged Property, leasing or other application or disposition (iv) any breach of the Sparescovenants and warranties made in Section 2 hereof or in Paragraph 39 of the Mortgage or in that certain Environmental Certificate (the “Environmental Certificate”) executed in connection with Indemnitor’s application for the Loan, (v) the Aircraft, falsity of any of the AFCS, any Engine representations made in Section 2 hereof or any Part in Paragraph 39 of the Mortgage or component thereof or interest thereinin the Environmental Certificate, whether or not caused by Purchaser Indemnitor or any other person or party; provided, however, that such Losses are not attributable to (avi) the gross negligence failure of Indemnitor to duly perform the obligations or wilful misconduct actions set forth in Section 2 hereof and in Paragraph 39 of a Seller Indemnitee or the Mortgage, including, without limitation, for all parts of this subsection 1(a), with respect to: (bA) the breach imposition by Seller or any Seller Indemnitee governmental authority of any express warrantylien upon the Mortgaged Property, representation (B) clean-up costs, (C) liability for personal injury or obligation hereunder property damage or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, damage to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for environment, (D) any such Losses, diminution in the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery value of the Aircraft Mortgaged Property and the Redelivery of the AFCS (E) fines, penalties and the Spares.punitive damages. Loan No. 526618:11

Indemnities. Purchaser The Borrowers shall indemnifyindemnify the Administrative Agent, protectthe Collateral Agent, save and keep harmless Seller the Issuing Bank and each of its respective successors, assigns, affiliatesLender, and Seller’s and each Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the each such Person being called an “Seller IndemniteesIndemnitee”) for, from and against, and hold each Indemnitee harmless from, on written demand shall pay or reimburse each Seller Indemnitee for the payment ofan after-Tax basis, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penalties, finesliabilities and related expenses, damages including the fees, charges and judgments disbursements of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed oncounsel for any Indemnitee, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to arising out of, in connection with, or arising directly or indirectly out as a result of or in any way connected with (i) the breach execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by Purchaser the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any representation or warranty hereunder or other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition use of the Sparesproceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the Aircrafthandling of the Funding Accounts, Collection Account, Blocked Accounts and Collateral of Borrowers as herein provided, (iv) the AFCSAgent, Issuing Bank or Lender relying on any Engine instructions of the Administrative Borrower, (v) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any Part of their Subsidiaries, or component thereof any Environmental Liability related in any way to the Borrowers or interest thereinany of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether by Purchaser based on contract, tort or any other person theory and regardless of whether any Indemnitee or partya Loan Party is a party thereto; provided, however, provided that such Losses indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are not attributable finally determined by a court of competent jurisdiction to (a) have resulted from the gross negligence or wilful willful misconduct of such Indemnitee in a Seller Indemnitee final nonappealable order or (b) judgment. Without limiting the breach by Seller or any Seller Indemnitee of any express warrantyforegoing, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, but subject to the extent Purchaser has complied with its obligations thereunder. If a claim proviso in the preceding sentence, it is made against a Seller agreed and intended that the foregoing indemnity shall include the obligation of the Borrowers to indemnify, defend and hold each Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct harmless with respect to such claim. Notwithstanding any other provision of this Agreement, matter otherwise included in the obligations of parties under this Clause 8.1 will survive the Delivery scope of the Aircraft and the Redelivery of the AFCS and the Sparesforegoing indemnity whether such matter involves a proceeding brought by a Loan Party, a proceeding where a Loan Party is party to such proceeding or otherwise.

Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless each Agent, protect, save and keep harmless Seller each Lender and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in Article III) for, (each such Person being an "Indemnitee") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including reasonable fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, 89 91 indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, the Intercreditor Agreement, any Obligation, any Letter of Credit, the Disclosure Documents, the Disclosure Statement, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party"Indemnified Matters"); provided, however, that such Losses are the Borrower shall not attributable have any obligation under this Section 11.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Borrower or any Seller of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Borrower or any of its Subsidiaries by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementexcept, except for with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with (A) incurred following foreclosure by the Agent, any Lender or any Issuer, or the Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesSubsidiaries, and (B) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAgent, such Seller Indemnitee will, at Purchaser’s expense, take Lender or such action as Purchaser Issuer or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAgent or such Lender.

Indemnities. Purchaser PYGG its affiliates, and agents, shall indemnifynot be liable for any act, protectomission, error of judgment or loss suffered by you in connection with this Agreement save and keep harmless Seller and each where such results from actual fraud or wilful misconduct on the part of PYGG of its respective successorsduties hereunder, assignssuch having first been determined and adjudged in accordance with the terms hereafter stated in paragraphs 14 and 16. You acknowledge and agree to indemnify and hold harmless PYGG and any of its correspondents, affiliates, and Seller’s and each of their respective officersor agents from or against any or all liabilities, directorsobligations, shareholderslosses, agentsdamages, employeespenalties, membersactions, partnersjudgments, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all lossessuits, costs, expenses, fees (claims or disbursements resulting in any way from performance or non-performance of its duties hereunder save where such arises as above described. That if you authorize a third party to exercise any control over the Account, including legal fees but not limited to Powers of Attorney, Trading Authorization, or Discretionary Management, that you will hereafter indemnify, keep indemnified and disbursements), payments, demands, liabilities, claims, hold harmless PYGG from and against all actions, proceedings, penaltiesclaims, finesdemands, damages costs, charges, liabilities and judgments expenses whatsoever arising in consequence of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery PYGG’s reliance on the Delivery Date authorization and the actual and apparent authority thereby conferred on the third party, provided however that this indemnity shall be limited to the extent relating to or actions proceedings, claims, demands, costs, charges, liabilities and expenses arising directly or indirectly out in consequence of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition acts of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether third party taken prior to receipt by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct PYGG of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving written notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery revocation of the Aircraft and the Redelivery of the AFCS and the Sparesauthorization.

Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protectthe Arranger, save and keep harmless Seller and each of its respective successorsCollateral Agent, assigns, affiliates, and Seller’s each Lender and each of their respective affiliates and each of the respective partners, officers, directors, shareholdersemployees, agents, employeesadvisors, membersattorneys and representatives of each (each, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”an "INDEMNIFIED PARTY") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, losses, costsliabilities and expenses (including, expenseswithout limitation, fees (including legal reasonable fees and disbursementsdisbursements of counsel), paymentsjoint or several, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, that may be incurred by or asserted or awarded against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent Indemnified Party (including, without limitation, in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), in each case arising directly or indirectly out of or in connection with or by reason of any way connected Loan Document, any Obligation, the NBC Affiliation Agreements, or any of the transactions contemplated thereby, or any actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Borrower, any of its directors, securityholders or creditors, an Indemnified Party or any other person, or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Loan Party or any of their respective securityholders or creditors for or in connection with the transactions contemplated hereby, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the breach by Purchaser past, present or future operations of the Borrower or any representation of its Subsidiaries involving any property subject to a Collateral Document, or warranty hereunder damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the ownershipBorrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, maintenancethe successor in interest to the Borrower or any of its Subsidiaries, modificationor the owner, control, use, operation, sale, leasing lessee or other application or disposition operator of any property of the Spares, the Aircraft, the AFCS, any Engine Borrower or any Part or component thereof or interest thereinof its Subsidiaries by virtue of foreclosure, whether by Purchaser or any other person or party; providedexcept, howeverwith respect to those matters referred to in CLAUSES (I), that such Losses are not attributable to (aII), (III) the gross negligence or wilful misconduct of a Seller Indemnitee or and (bIV) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofabove, to the extent Purchaser has complied with incurred following (A) foreclosure by the applicable Collateral Agent or any Lender, or the applicable Collateral Agent or any Lender having become the successor in interest to the Borrower or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesSubsidiaries, and (B) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingapplicable Collateral Agent, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser Lender or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent or such Lender.

Indemnities. Purchaser (1) The Borrower shall indemnify, protect, indemnify and save and keep harmless Seller the Agent and each of its respective successors, assigns, affiliates, Lender and Seller’s and each of their respective officers, partners, directors, shareholders, agents, employees, members, partners, contractors subcontractors, Affiliates and suppliers, agents (collectively, collectively the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), paymentsclaims, demands, liabilities, claimsdamages, actionslosses, proceedingscosts, penaltiescharges and expenses, finesincluding any loss or expense arising from interest or fees payable by the Agent or a Lender to lenders of funds obtained by it in order to make or maintain any Accommodation and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, which may be incurred by or asserted against any Seller an Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out as a consequence of or in any way connected with (i) default by the breach by Purchaser Borrower in the payment when due of any representation or warranty amount hereunder or the occurrence of any other Default or Event of Default, (ii) default by the ownershipBorrower in obtaining a Borrowing after the Borrower has given notice hereunder that it desires to obtain such Borrowing, possession(iii) default by the Borrower in making any optional repayment of outstanding Accommodation after the Borrower has given notice hereunder that it desires to make such repayment, maintenance, modification, control, use, operation, sale, leasing (iv) the repayment by the Borrower of any LIBOR Loan otherwise than on the expiration of any applicable LIBOR Period or other application or disposition the repayment of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person Accommodation otherwise than on the specified maturity date thereof (including without limitation any such payment pursuant to Section 4.01 or upon acceleration pursuant to Section 10.02), (v)the entering into by the Agent or a Lender of this Agreement and the other Credit Documents to which the Agent or a Lender is a party; provided, howeverand, that such Losses otherwise than are not determined by a court of competent jurisdiction to be attributable primarily to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or the applicable Indemnitee, the performance by any of the Agent and the Lenders of its obligations hereunder and thereunder, and (bvi) the breach application by Seller the Borrower of any Accommodation or any Seller Indemnitee proceeds thereof. A certificate of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required Agent as to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser loss or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery expense and containing reasonable details of the Aircraft and the Redelivery of the AFCS and the Sparescalculation thereof shall be prima facie evidence thereof.

Indemnities. Purchaser shall (1) Manager hereby agrees to indemnify, protectdefend and protect Owner and its respective officers and directors (such persons collectively called the "INDEMNIFIED PARTIES" for the purposes of this Section XVIII.O(1)), save and keep harmless Seller and hold each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and Indemnified Parties harmless against all losses, damages, costs, expensesexpenses and liabilities (including, fees (including legal without limitation, attorneys' fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages expenses incurred in good faith and judgments court costs) incurred by the Indemnified Parties by reason of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by claim or asserted demand being made upon or any action taken against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the Indemnified Parties arising from Manager's gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification fraud with respect to its duties and obligations under this Agreement. The Indemnified Parties shall, except for those arising from a breach by Seller of any express warrantyin good faith, representation endeavor to notify Manager in writing as to every such claim, demand or obligation hereunder action against the Indemnified Parties within ten (10) Business Days after the Indemnified Parties become aware that such claim or demand has been made or such action has been taken. A failure to notify Manager shall not limit Manager's liability under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, this Section XVIII.O(1) to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any that such Losses, the relevant Seller Indemnitee shall promptly failure to notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct does not adversely affect Manager's rights with respect to such claim. Notwithstanding (2) Owner hereby agrees to indemnify, defend and protect Manager and each of Manager's constituent partners and their respective officers and directors (each such person collectively called the "INDEMNIFIED PARTIES" for the purposes of this Section XVIII.O(2)), and hold each of the Indemnified Parties harmless against all losses, damages, costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses incurred in good faith and court costs) incurred by the Indemnified Parties by reason of any other provision claim or demand being made upon or any action taken against any of the Indemnified Parties arising from (i) any gross negligence or willful misconduct or fraud of Owner, except to the extent Manager or its Affiliate is responsible for such gross negligence or willful misconduct, or (ii) any act taken or omission made by Manager in the performance of its obligations under this Agreement, which act or omission was not the obligations result of Manager's gross negligence or willful misconduct or fraud. The Indemnified Parties shall, in good faith, endeavor to notify Owner in writing as to every such claim, demand or action against the indemnified parties within ten (10) Business Days after the Indemnified Parties become aware that such claim or demand has been made or such action has been taken. A failure to notify Owner shall not limit Owner's liability under 37 <PAGE> this Clause 8.1 will survive Section XVIII.O(2) to the Delivery extent that such failure to notify does not adversely affect Owner's rights with respect to such claim. (3) No person engaged as an independent contractor by Owner or Manager shall be considered an employee, servant, agent or other Person that Owner or Manager (as the case may be) shall be obligated to indemnify for the purposes of the Aircraft and the Redelivery of the AFCS and the Sparesthis Section XVIII.

Indemnities. Purchaser The Borrowers shall indemnifyindemnify the Agent, protectthe Syndication Agent, save and keep harmless Seller the Issuing Bank and each of its respective successors, assigns, affiliatesLender, and Seller’s and each ----------- Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the “Seller Indemnitees”each such Person being called an "Indemnitee") for, from and against, and hold each Indemnitee harmless from, on written demand shall pay or reimburse each Seller Indemnitee for the payment ofan after-Tax basis, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penalties, finesliabilities and related expenses, damages including the fees, charges and judgments disbursements of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed oncounsel for any Indemnitee, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to arising out of, in connection with, or arising directly or indirectly out as a result of or in any way connected with (i) the breach execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by Purchaser the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any representation or warranty hereunder or other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition use of the Sparesproceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Aircraft, the AFCS, any Engine Borrowers or any Part of their Subsidiaries, or component thereof any Environmental Liability related in any way to the Borrowers or interest thereinany of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether by Purchaser based on contract, tort or any other person or partytheory and regardless of whether any Indemnitee is a party thereto; provided, howeverthat, such indemnity shall not, as to any Indemnitee, be available to the extent that such Losses are not attributable to (a) losses, claims, damages, penalties, liabilities or related expenses resulted from the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesIndemnitee.

Indemnities. Purchaser The term "Liabilities" as used herein shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, include any and all liabilities, obligations, losses, costsdamages, expenses, fees (including legal fees and disbursements), payments, demands, liabilitiespenalties, claims, actions, proceedingssuits, penaltiescosts, fines, damages expenses and judgments disbursements of any whatsoever kind and nature whatsoever nature, including legal fees and expenses, (other than Taxes) (collectively, “Losses”whether or not any of the transactions contemplated hereby are consummated), imposed on, incurred by or asserted against Lessor (which term as used herein shall include Lessor's successors, assigns, agents, employees and servants) or the Vehicles (whether by way of strict or absolute liability or otherwise), and in any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent way relating to or arising directly or indirectly out of this lease or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the selection, manufacture, purchase, acceptance, ownership, delivery, non-delivery, lease, possession, maintenance, modification, control, use, operation, salecondition, leasing servicing, maintenance, repair, improvement, alteration, replacement, storage, return or other application or disposition of the SparesVehicles including, the Aircraftbut not limited to, the AFCS(i) claims as a result of latent, any Engine patent or any Part or component thereof or interest thereinother defects, whether or not discoverable by Purchaser Lessor and Lessee; (ii) claims for patent, trademark or copyright infringement; (iii) tort claims of any kind, (whether based on strict liability, on Lessor's alleged negligence or otherwise), including claims for injury or damage to property or injury or death to any person (including Lessee's employees); and (iv) claims for any interruption of service or loss of business or anticipatory profits, or consequential damages. Lessor shall have no responsibility or liability to Lessee, its successors or assigns, or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to any and all Liabilities and, irrespective of any insurance coverage and commencing on the date each Vehicle is ready for delivery to Lessee, Lessee hereby assumes liability for, and hereby agrees, at its sole cost and expense, to indemnify, defend, protect, save and keep harmless Lessor from and against any and all Liabilities. Where a Vehicle is operated by Lessee with a trailer or other equipment not covered by this Lease, then in such claimevent, Lessee warrants that such trailer or other equipment will be in good operating condition, compatible in all respects with the Vehicles with which such trailer or other equipment is to be used, and in all respects in full compliance with all federal, state and local statutes, ordinances, rules or regulations covering said trailer or other equipment, including but not limited to all licensing and operating requirements. Notwithstanding Lessee hereby assumes liability for, and hereby agrees, at its sole cost and expense, to indemnify, defend, protect, save and keep harmless Lessor from and against any and all costs, expenses, damages, (including damages for loss of any Vehicles leased hereunder) and Liabilities resulting from Lessee's failure to properly connect, operate or maintain such trailer or other equipment or to comply with any of the foregoing requirements or from any other provision cause. Lessee agrees to give Lessor prompt written notice of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesany claim or liability hereunder indemnified against.

Indemnities. Purchaser shall indemnify(a) Transferee will indemnify Transferor and hold Transferor harmless from any liability, protectloss, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, cost or expense (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements"Claim"), paymentsincluding reasonable attorneys' fees, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee which shall result from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser incorrectness of any representation or breach of any warranty hereunder of Transferee contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Transferee pursuant hereto; (ii) a breach by Transferee of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Transferee in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party. (b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (ii) a breach by Cronos or Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, possessionmanagement, maintenance, modification, control, use, operation, sale, leasing disposition or other application or disposition sale of the SparesContainers. Upon payment of such indemnity, Cronos or Transferor, as the Aircraftcase may be, shall be subrogated to Transferee's rights against any third parties respecting the AFCSClaims. (c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the commencement of any Engine action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any Part liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice 11 <PAGE> 16 thereby). The Indemnifying Party may, at its expense, participate in or component thereof assume the defense of any such action, suit or interest therein, whether by Purchaser or any other person or proceeding involving a third party; provided, however, that such Losses are defense is conducted with counsel mutually satisfactory to the Indemnified Party and the Indemnifying Party. The Indemnified Party and the Indemnifying Party shall consult with each other regarding the conduct of such defense. The Indemnified Party shall have the right (but not attributable the duty) to participate in the defense thereof, and to employ counsel, at its own expense (aexcept that the Indemnifying Party shall pay the fees and expenses of such counsel to the extent the Indemnified Party reasonably concludes that there is a conflict of interest between the Indemnified Party and the Indemnifying Party), separate from counsel employed by the Indemnifying Party in any such action. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend at such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Sections 21(a) the gross negligence or wilful misconduct 21(b) for any settlement effected without its written consent (as contemplated above) for any claim, litigation or proceeding in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Documentwhich indemnity may be sought hereunder. Purchaser’s indemnification obligations under this AgreementNo claim for indemnification, except claims based on a breach of the representations contained in Section 5.07 hereof, may be first initiated or asserted by any Indemnified Party against any Indemnifying Party (including Cronos) after December 15, 2002; notwithstanding the foregoing, no claim for those indemnification may be initiated or asserted against Transferor after the Closing Date. (d) Each of the parties (i) acknowledges that under the Prior Management Agreements the owner of the Containers may be indemnified and insured for various liabilities, casualties and losses, and (ii) agrees that (as between Transferor and Transferee) each party hereto shall be entitled to enforce and collect such indemnities and insurance directly from the indemnitor or insurer to the extent arising from a breach loss suffered by Seller such party because of any express warrantyits interest, representation or obligation hereunder or under any other Transaction Documentprior interest, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery owner of the Aircraft and the Redelivery of the AFCS and the SparesContainers. 22.