Common use of Claims Indemnified Clause in Contracts

Claims Indemnified. Subject to the exclusions stated in subsection (d) below, Lessee agrees on demand therefor (subject to subsection (k) below) to indemnify, defend and hold harmless each Indemnified Person (save for the Guaranteed Lenders with respect to any Claims in any way relating to, based on, measured by, or arising out of Section 10(c)(6) below, and without duplication of any indemnity due under the Issuer Indemnity Agreement) on an After-Tax Basis against Claims (including Non-Tax Claims based on negligence, warranty, absolute, strict or product liability and any other theory of liability and Claims for Taxes) imposed on, incurred by or asserted against any Indemnified Person, any Aircraft, any Airframe, any Engine or any Part (including, with respect to a Claim for Taxes, any part of any Aircraft, any Airframe or any Engine) in any way relating to, based on, measured by or arising out of (1) any Operative Document or any property of Lessor (including any Aircraft or any Engine) or any action or inaction of Lessee, Lessor, any sublessee, the Manufacturer, the Engine Manufacturer or any other supplier or seller in connection herewith or therewith or any user or person in possession of any Aircraft, any Airframe, any Engine or any Part, or in any way relating to or arising out of: the manufacture of any Aircraft, any Airframe, or any Engine or any Part thereof, the purchase, acceptance or rejection of any Aircraft, any Airframe, any Engine, the ownership, delivery, nondelivery, lease, sublease, wet lease, possession, use, presence, assembly, installation, repossession, abandonment, replacement, storage, importation, exportation, registration, amendment to or transfer of registration, deregistration, modification, refurbishment, removal, transfer, overhaul, disposal, insurance, design, mortgaging, servicing, alteration, amendment to or transfer of title, transport operation, repair, testing, maintenance, condition, sale, return or other disposition of any Aircraft, any Airframe, any Engine or any Part thereof (including all costs incurred in making it ready for sale or other disposition and including without limitation latent and other defects, whether or not discoverable by Lessor or Lessee, and any claim for patent, trademark or copyright infringement) or the creation, existence or otherwise with respect to the Collateral and the Trust Estate, (2) the rentals, receipts, income, earnings or gains arising from any Aircraft, any Airframe, any Engine or any Part thereof (including, but not limited to, rentals or other amounts payable under the Lease, the Indenture Documents and the other Operative Documents), (3) any payment made pursuant to any Operative Document (including, without limitation, amounts payable under a Note or the Issuer Indemnity Agreement or on or with respect to a Note or the Purchase Agreement (whether on, after, or prior to the Delivery Date for an Aircraft)), (4) the execution, delivery, registration, recording, performance, or enforcement of any Operative Document or any other document executed and delivered by Lessee, Lessor or Trustee in connection with or relating to the Operative Documents (including, without limitation, in connection with the occurrence and continuance of any Default or Event of Default or with the recovery of possession of such Aircraft while any Event of Default is continuing or the carrying out of any work or inspections required for seeing that the condition of such Aircraft complies with that specified in the Lease), (5) circumstances otherwise with respect to or in connection with the transactions contemplated by the Operative Documents (including in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution or [Participation Agreement] impounding or detention of such Aircraft) or (6) the offer, sale and delivery of the Note or successor debt obligations of the Issuer, the Lessee or any Affiliate thereof issued in connection with the refunding or refinancing thereof or any interest therein or represented thereby or in any way relating to or arising out of the offer or sale of any interest in the Collateral or any similar interest arising out of the Indenture and the Collateral (including, without limitation, any claim arising out of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other Federal or state statute, law or regulation, or at common law or otherwise relating to securities (collectively “Securities Liabilities”)) (the indemnity provided in this clause (6) to extend also to any Person who controls an Indemnified Person, its successors, assigns, employees, directors, officers, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended. Lessee shall be obligated under this Section 10 whether or not any Indemnified Person is indemnified or insured against any Claim by any other Person under any other document. Notwithstanding anything to the contrary herein contained, any Indemnified Person may proceed directly and in its own name against Lessee or any guarantor of all or any of Lessee’s obligations with respect to the indemnities set forth in the first sentence of this Section 10(c), without first resorting to any other rights of indemnification.

Claims Indemnified. Subject to the exclusions stated in subsection (d4) below, whether or not any of the transactions contemplated hereby shall be consummated, the Lessee agrees on demand therefor (subject to subsection (k) below) to indemnify, protect, defend and hold harmless each Indemnified Person (save for the Guaranteed Lenders with respect to any Claims in any way relating to, based on, measured by, or arising out of Section 10(c)(6) below, and without duplication of any indemnity due under the Issuer Indemnity Agreement) on an After-Tax Basis each Indemnitee against Claims (including Non-Tax Claims based on negligence, warranty, absolute, strict or product liability and any other theory of liability and Claims for Taxes) imposed on, incurred by or asserted against any Indemnified Person, any Aircraft, any Airframe, any Engine or any Part (including, with respect to a Claim for Taxes, any part of any Aircraft, any Airframe or any Engine) in any way relating to, based on, measured by resulting from or arising out of (1i) any the Operative Document Documents, the Pass Through Trust Documents or any property of Lessor (including any Aircraft sublease under the Lease or any Engine) or any action or inaction of Lessee, Lessor, any sublessee, the Manufacturer, the Engine Manufacturer or any other supplier or seller in connection herewith or therewith or any user or person in possession enforcement of any Aircraft, any Airframe, any Engine or any Part, or in any way relating to or arising out of: of the manufacture of any Aircraft, any Airframeterms thereof, or any Engine amendment, modification or waiver in respect thereof or any Part thereofof the transactions contemplated hereby or thereby, (ii) the purchase, acceptance or rejection of any Aircraftthe Aircraft including, any without limitation, the Airframe, any Engine, engine or Part (or any portion thereof) hereunder, (iii) the manufacture, design, purchase, resale, acceptance, non-acceptance or rejection of the Aircraft hereunder or under the Lease, (iv) the Aircraft, whether or not arising out of the ownership, delivery, nondeliverynon-delivery, lease, sublease, wet lease, possession, use, presencenon-use, assemblysubstitution, installationairworthiness, repossessionstate of airworthiness, abandonmentcontrol, maintenance, repair, replacement, storage, importation, exportationoperation, registration, amendment to or transfer of re-registration, deregistration, modification, refurbishment, removal, transfer, overhaul, disposal, insurance, design, mortgaging, servicing, alteration, amendment to or transfer of title, transport operation, repair, testing, maintenance, condition, sale, return storage, modification, alteration, return, transfer or other disposition of any the Aircraft, any the Airframe, any Engine Engine, any engine installed on the Airframe, any Part or any Part thereof Passenger Convenience Equipment (including all costs incurred in making it ready for sale or other disposition and including portion thereof) (including, without limitation limitation, any death or injury to passengers or others, any damage to any property, the environment, latent and or other defects, whether or not discoverable by Lessor or Lesseediscoverable, strict tort liability, and any claim Claim for patent, trademark or copyright infringement), (v) any breach of or failure to perform or observe, or any other non-compliance with, any covenant, condition or agreement or other obligations to be performed by the Lessee under any Operative Document, or the creationfalsity of any representation or warranty of the Lessee in any of the Operative Documents to which the Lessee is a party or any sublease under the Lease or the enforcement of any of the terms thereof, existence 19 AA-Boeing EETC-Leased Aircraft Participation Agreement or otherwise with any amendment, modification or waiver in respect to thereof or any of the Collateral transactions contemplated hereby or thereby, other than covenants, conditions, agreements, obligations, representations and warranties in the Tax Indemnity Agreement, or (vi) the offer, sale or delivery of any Equipment Notes or Pass Through Certificates or any interest in the Trust Estate, (2) . Without limitation of the rentals, receipts, income, earnings or gains arising from any Aircraft, any Airframe, any Engine or any Part thereof (including, but not limited to, rentals or other amounts payable under the Leaseforegoing, the Indenture Documents Lessee agrees to pay the reasonable ongoing fees, and the other Operative Documents), (3) any payment made pursuant to any Operative Document reasonable ongoing out-of-pocket costs and expenses (including, without limitation, amounts payable under a Note or the Issuer Indemnity Agreement or on or with respect to a Note or the Purchase Agreement (whether onreasonable attorney's fees and disbursements and, after, or prior to the Delivery Date for an Aircraft)extent payable as provided in the Indenture, reasonable compensation and expenses of the Loan Trustee's agents), (4) of the executionOwner Trustee, delivery, registration, recording, performance, or enforcement of any Operative Document or any other document executed the Loan Trustee and delivered by Lessee, Lessor or Trustee in connection with or relating to the Operative Documents (including, without limitation, in connection with the occurrence and continuance of any Default or Event of Default or with the recovery of possession of such Aircraft while any Event of Default is continuing or the carrying out of any work or inspections required for seeing that the condition of such Aircraft complies with that specified in the Lease), (5) circumstances otherwise with respect to or Liquidity Provider in connection with the transactions contemplated by the Operative Documents (including in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution or [Participation Agreement] impounding or detention of such Aircraft) or (6) the offer, sale and delivery of the Note or successor debt obligations of the Issuer, the Lessee or any Affiliate thereof issued in connection with the refunding or refinancing thereof or any interest therein or represented thereby or in any way relating to or arising out of the offer or sale of any interest in the Collateral or any similar interest arising out of the Indenture and the Collateral (including, without limitation, any claim arising out of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other Federal or state statute, law or regulation, or at common law or otherwise relating to securities (collectively “Securities Liabilities”)) (the indemnity provided in this clause (6) to extend also to any Person who controls an Indemnified Person, its successors, assigns, employees, directors, officers, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended. Lessee shall be obligated under this Section 10 whether or not any Indemnified Person is indemnified or insured against any Claim by any other Person under any other document. Notwithstanding anything to the contrary herein contained, any Indemnified Person may proceed directly and in its own name against Lessee or any guarantor of all or any of Lessee’s obligations with respect to the indemnities set forth in the first sentence of this Section 10(c), without first resorting to any other rights of indemnificationDocuments.

Claims Indemnified. Subject to the exclusions stated in subsection (d) below, each Lessee agrees on demand therefor (subject to subsection (k) below) to jointly and severally indemnify, defend and hold harmless (and to pay additional fees, interest, rent or other amounts to indemnify, defend and hold harmless) each Indemnified Person (save for the Guaranteed Lenders with respect to any Claims in any way relating to, based on, measured by, or arising out of Section 10(c)(6) below, and without duplication of any indemnity due under the Issuer Indemnity Agreement) on an After-Tax Basis against Claims (including Claims for Taxes and Non-Tax Claims based on negligence, warranty, absolute, strict or product liability and any other theory of liability and Claims for Taxesliability) imposed on, incurred by or asserted against any Indemnified Person, any Aircraft, any Airframe, any Engine or any Part (including, with respect to a Claim for Taxes, any part of any Aircraft, any Airframe or any Engine) in any way relating to, based on, measured by or arising out of (1) any Operative Document or any property properties of any Lessor (including any Aircraft or any Engine) or any action or inaction of it, any Operating Lessee, any Guarantors, any Lessor, any sublesseeSublessee, the Manufacturer, the Engine Manufacturer or any other supplier or seller in connection herewith or therewith or any user or person in possession of any Aircraft, any Airframe, any Engine or any Part, or in any way relating to or arising out of: the manufacture of any Aircraft, any Airframe, or any Engine or any Part thereof, the purchase, acceptance or rejection of any Aircraft, any Airframe, any Engine, the ownership, delivery, nondelivery, lease, re-lease, sublease, wet lease, possession, use, presence, assembly, installation, repossession, abandonment, replacement, storage, importation, exportation, registration, amendment to or transfer of registration, deregistration, modification, refurbishment, removal, transfer, overhaul, disposal, insurance, design, mortgaging, servicing, alteration, amendment to or transfer of title, transport operation, repair, testing, maintenance, condition, sale, return or other disposition of any Aircraft, any Airframe, any Engine or any Part thereof (including all costs incurred in making it ready for sale or other disposition and including without limitation latent and other defects, whether or not discoverable by Lessor any Lessor, Operating Lessee or Lessee, and any claim for patent, trademark or copyright infringement) or the creation, existence or otherwise with respect to the Collateral and the Trust Estate, (2) the rentals, receipts, income, earnings or gains arising from any Aircraft, any Airframe, any Engine or any Part thereof (including, but not limited to, rentals or other amounts payable under the any Lease, Operating Lease, the Indenture Loan Documents and the other Operative Documents), (3) any payment made pursuant to any Operative Document (including, without limitation, amounts payable under a Note or the Issuer Indemnity Loan Agreement or on or with respect to a Note the Loans or the Purchase Agreement (whether on, after, on or prior to the Delivery Date for an Aircraftany Borrowing Date)), (4) the execution, delivery, registration, recording, performance, or enforcement of any Operative Document or any other document executed and delivered by it, any Operating Lessee, any Lessor, the Guarantors, any Lessor Parent or Trustee any Lessee Parent in connection with or relating to the Operative Documents (including, without limitation, in connection with the occurrence and continuance of any Lease Default, Loan Default, Lease Event of Default or Loan Event of Default or with the recovery of possession of such any Aircraft while any Lease Event of Default or Operating Lease Event of Default is continuing or the carrying out of any work or inspections required for seeing that the condition of such any Aircraft complies with that specified in the related Lease or Operating Lease), (5) circumstances otherwise with respect to or in connection with the transactions contemplated by the Operative Documents (including in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution or [Participation Agreement] impounding or detention of such any Aircraft) or (6) the offer, sale and delivery of the Note any Designation or successor debt obligations of the Issuer, the Lessee or any Affiliate thereof issued in connection with the refunding or refinancing thereof or any interest therein or represented thereby or in any way relating to or arising out of the offer or sale of any interest in the Collateral or any similar interest arising out of the Indenture and the Collateral (including, without limitation, any claim arising out of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other Federal or state statute, law or regulation, or at common law or otherwise relating to securities (collectively “Securities Liabilities”)) (the indemnity provided in this clause (6) to extend also to any Person who controls an Indemnified Person, its successors, assigns, employees, directors, officers, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended. Substitution Each Lessee shall be obligated under this Section 10 whether or not any Indemnified Person is indemnified or insured against any Claim by any other Person under any other document. Notwithstanding anything to the contrary herein contained, any Indemnified Person may proceed directly and in its own name against any Lessee or any guarantor of all or any of Lessee’s obligations Guarantor with respect to the indemnities set forth in the first sentence of this Section 10(c), without first resorting to any other rights of indemnification.

Claims Indemnified. Subject to the exclusions stated in subsection (d) belowSection 12.3 below and the other limitations in this Article XII, Lessee agrees on demand therefor (subject to subsection (k) below) the Borrower agrees, to indemnify, protect, defend and hold harmless each Indemnified Person (save for the Guaranteed Lenders with respect to any Claims in any way relating toharmless, based on, measured by, or arising out of Section 10(c)(6) below, and without duplication of any indemnity due under the Issuer Indemnity Agreement) on an After-Tax Basis Basis, each Indemnitee from, against and in respect of any and all Claims (including Non-Tax Claims based on negligence, warranty, absolute, strict of any kind or product liability and any other theory of liability and Claims for Taxes) nature whatsoever that may be imposed on, incurred by or asserted against any Indemnified Person, any Aircraft, any Airframe, any Engine or any Part (including, with respect to a Claim for Taxes, any part of any Aircraft, any Airframe or any Engine) Indemnitee in any way relating related to, based on, measured by resulting from or arising out of any one or more of the following: (1a) any Operative Document the Borrower’s possession of, title to, or any property of Lessor (including any Aircraft or any Engine) or any action or inaction of Lessee, Lessor, any sublesseeleasing of, the ManufacturerAircraft, the Engine Manufacturer or any other supplier or seller in connection herewith or therewith or any user or person in possession of any Aircraft, any Airframe, any Engine or any Part, or in any way relating to or arising out of: the manufacture of any Aircraft, any Airframe, Airframe or any Engine or Part, (b) this Agreement or any Part thereofof the other Operative Documents, or any of the transactions contemplated hereby or thereby, or the enforcement of the terms of any thereof related to, resulting from or arising out of a Default or an Event of Default (including restructuring or reorganization of the Borrower, whether or not supervised by a court), (c) the manufacture, design, purchase, acceptance or rejection of any the Aircraft, the Airframe or any AirframeEngine or Part under the Aircraft Purchase Agreement, any Engine, (d) the ownership, delivery, nondeliverynon-delivery, lease, sublease, wet lease, possession, use, presencenon-use, assemblysubstitution, installationairworthiness, repossessionstate of airworthiness, control, manufacture, construction, maintenance, repair, testing, abandonment, replacement, storageoperation, importation, exportation, registration, amendment to or transfer of registration, deregistration, modification, refurbishment, removal, transfer, overhaul, disposal, insurance, design, mortgaging, servicing, alteration, amendment to or transfer of title, transport operation, repair, testing, maintenancere-registration, condition, sale, return storage, modification, alteration, return, pooling, assignment, transfer or other disposition of any the Aircraft, any Airframe, the Airframe or any Engine or Part (including, without limitation, any Part thereof (including all costs incurred in making it ready for sale death or other disposition and including without limitation injury to passengers or others, property damage, any damage to the environment, any latent and or other defects, whether or not discoverable by Lessor or Lesseediscoverable, and any claim for patent, trademark or copyright infringement) or infringement and any violation of law by the creation, existence or otherwise with respect to the Collateral and the Trust Estate, (2) the rentals, receipts, income, earnings or gains arising from any Aircraft, any Airframe, any Engine or any Part thereof (including, but not limited to, rentals or other amounts payable under the Lease, the Indenture Documents and the other Operative DocumentsBorrower), (3e) tort liability, whether or not arising out of the negligence of any payment made pursuant to any Operative Document (including, without limitation, amounts payable under a Note or the Issuer Indemnity Agreement or on or with respect to a Note or the Purchase Agreement Indemnitee (whether onactive, after, passive or prior to the Delivery Date for an Aircraft)imputed and including strict liability without fault), (4f) the executionany breach of or failure to perform or observe, delivery, registration, recording, performance, or enforcement of any Operative Document or any other document executed and delivered non-compliance with, any covenant, condition or agreement or other obligation to be performed by Lessee, Lessor or Trustee in connection with or relating to the Borrower under any of the Operative Documents (includingDocuments, without limitation, in connection with or the occurrence and continuance falsity or inaccuracy of any Default representation or Event warranty of Default or with the recovery Borrower in any of possession of such Aircraft while any Event of Default is continuing or the carrying out of any work or inspections required for seeing that the condition of such Aircraft complies with that specified in the Lease)Operative Documents, (5g) circumstances otherwise with respect to or in connection with the transactions contemplated any violation of applicable law by the Operative Documents Borrower, or its directors, officers, employees, agents or servants, (including in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution or [Participation Agreement] impounding or detention of such Aircrafth) or (6) the offer, sale and delivery of the Note or successor debt obligations of the Issuer, the Lessee or any Affiliate thereof issued in connection with the refunding or refinancing thereof or any interest therein or represented thereby or in any way relating to or arising out of the offer or sale of any interest in the Collateral Loans or any similar interest arising out refunding or refinancing of the Indenture and Loans by the Collateral Borrower (including, without limitation, any claim arising out the benefit of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other Federal or state statute, law or regulation, or at common law or otherwise relating to securities (collectively “Securities Liabilities”)) (the indemnity provided in this clause (6h) to extend also to any Person person who controls an Indemnified Personthe Indemnitee, its successors, assigns, employees, directorsdirectors and officers) and (i) the insolvency, officersbankruptcy, servants and agents within reorganization or other proceeding in any jurisdiction relating to or against the meaning of Section 15 Borrower or any Affiliate of the Securities Act Borrower (including, without limitation, any action or proceeding taken to set aside, invalidate, affect or treat as a preference or transaction at an undervalue, the sale of 1933the Aircraft, as amended. Lessee shall be obligated under this Section 10 whether the Airframe or not any Indemnified Person is indemnified Engine or insured against any Claim by Part from the Borrower to the Owner Trustee or any other Person under any other document. Notwithstanding anything to transaction contemplated by the contrary herein contained, any Indemnified Person may proceed directly and in its own name against Lessee or any guarantor of all or any of Lessee’s obligations with respect to the indemnities set forth in the first sentence of this Section 10(cOperative Documents), without first resorting to any other rights of indemnification.

Claims Indemnified. Subject to the exclusions stated in subsection (d) below, Lessee agrees on Sublessee agrees, after receipt of written demand therefor identifying the grounds for payment and presenting such documentation as it has received (subject including, to the extent available, invoices and/or receipts and as provided in subsection (k) below) to indemnify, defend and hold harmless (and to pay additional fees, interest, rent or other amounts necessary to indemnify, defend and hold harmless) each Indemnified Person (save for the Guaranteed Lenders with respect to any Claims in any way relating to, based on, measured by, or arising out of Section 10(c)(6) below, and without duplication of any indemnity due under the Issuer Indemnity Agreement) on an After-After Tax Basis against Claims (including Claims for Taxes and Non-Tax Claims based on negligence, warranty, absolute, strict or product liability and any other theory of liability and Claims for Taxesliability) imposed on, incurred by or asserted against any Indemnified Person, any Aircraft, any Airframe, any Engine or any Part (including, with respect to a Claim for Taxes, any part of any Aircraft, any Airframe or any Engine) in any way relating to, based on, measured by or arising out of (1) any Operative Document or any property asset of Head Lessor (including any Aircraft or any Engine) ), Lessee or Sublessee or any action or inaction of Sublessee, Head Lessor, Lessee, Lessor, any sublesseeHead Lessor Parent, the Manufacturer, the Engine Manufacturer or any other supplier or seller in connection herewith or therewith or any user or person in possession of any Aircraft, any Airframe, any Engine or any Part, or in any way relating to or arising out of: the manufacture of any Aircraft, any Airframe, or any Engine or any Part thereof, the purchase, acceptance or rejection of any Aircraft, any Airframe, any Engine, the ownership, delivery, nondeliverynon delivery, financing, lease, sublease, wet leasepossession, parting with possession, use, presence, assembly, installation, repossession, abandonment, replacement, storage, importation, exportation, registration, amendment to or transfer of registration, deregistration, modification, refurbishment, removal, transfer, overhaul, disposal, insurance, design, mortgaging, servicing, alteration, amendment to or transfer of title, transport operation, repair, testing, maintenance, condition, sale, return or other disposition of any Aircraft, any Airframe, any Engine or any Part thereof (including all costs incurred in making it ready for sale or other disposition and including without limitation latent and other defects, whether or not discoverable by Head Lessor Parent, Head Lessor, Lessee or LesseeSublessee, and any claim for patent, trademark or copyright infringement) or the creation, existence of or otherwise with respect to the Collateral and the Trust EstateCollateral, (2) the rentals, receipts, income, earnings or gains arising from any Aircraft, any Airframe, any Engine or any Part thereof (including, but not limited to, rentals or other amounts payable under the Head Lease, the Indenture Sublease, the Loan Documents and the other Operative Documents), (3) any payment made pursuant to any Operative Document (including, without limitation, amounts payable under a Note or the Issuer Indemnity Guaranteed Loan Agreement or on or with respect to a Note any Guaranteed Loan, the Engine Agreement or the Purchase Agreement (whether on, after, on or prior to the any Delivery Date for an AircraftDate)), (4) the execution, delivery, registration, recording, performance, or enforcement of any Operative Document or any other document executed and delivered by Lessee, Lessor or Trustee in connection with or relating to the Operative Documents (including, without limitation, in connection with the occurrence and continuance of any Default or Event of Default or with the recovery of possession of such Aircraft while any Event of Default is continuing or the carrying out of any work or inspections required for seeing that the condition of such Aircraft complies with that specified in the Lease), (5) circumstances otherwise with respect to or in connection with the transactions contemplated by the Operative Documents (including in preventing or attempting to prevent the arrest, confiscation, seizure, taking in execution or [Participation Agreement] impounding or detention of such Aircraft) or (6) the offer, sale and delivery of the Note or successor debt obligations of the Issuer, the Lessee or any Affiliate thereof issued in connection with the refunding or refinancing thereof or any interest therein or represented thereby or in any way relating to or arising out of the offer or sale of any interest in the Collateral or any similar interest arising out of the Indenture and the Collateral (including, without limitation, any claim arising out of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other Federal or state statute, law or regulation, or at common law or otherwise relating to securities (collectively “Securities Liabilities”)) (the indemnity provided in this clause (6) to extend also to any Person who controls an Indemnified Person, its successors, assigns, employees, directors, officers, servants and agents within the meaning of Section 15 of the Securities Act of 1933, as amended. Lessee shall be obligated under this Section 10 whether or not any Indemnified Person is indemnified or insured against any Claim by any other Person under any other document. Notwithstanding anything to the contrary herein contained, any Indemnified Person may proceed directly and in its own name against Lessee or any guarantor of all or any of Lessee’s obligations with respect to the indemnities set forth in the first sentence of this Section 10(c), without first resorting to any other rights of indemnification.,