Common use of INDEMNIFICATION OF THE OWNER TRUSTEE BY THE OWNER PARTICIPANT Clause in Contracts

INDEMNIFICATION OF THE OWNER TRUSTEE BY THE OWNER PARTICIPANT. Section 7.01 The Owner Participant to Indemnify the Owner Trustee. The Owner Participant hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save, defend and hold harmless the Owner Trustee in its individual capacity, and its successors, assigns (but not security assigns), directors, officers, representatives, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Owner Trustee on or measured by any compensation received by the Owner Trustee for its services hereunder), claims, actions, suits, costs, expenses or disbursements (including, without limitation, reasonable legal fees, but excluding internal costs and expenses such as salaries and overhead) and expenses of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Owner Trustee in its individual capacity (whether or not also indemnified against by Lessee under the Lease or under the Participation Agreement or also indemnified against by any other Person; provided that Owner Participant shall be subrogated to the rights of Owner Trustee against Lessee or any other indemnitor) in any way relating to or arising out of this Trust Agreement or any of the other Operative Agreements or the enforcement of any of the terms of any thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Airframe, any Engine or any Part of the foregoing (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder, except (a) in the case of willful misconduct or gross negligence on the part of the Owner Trustee either as trustee or in its individual capacity in the performance or nonperformance of its duties hereunder or under any of the other Operative Agreements to which it is a party or (b) those resulting from the inaccuracy of any representation or warranty of the Owner Trustee in its individual capacity (or from the failure of the Owner Trustee in its individual capacity to perform any covenant) in Section 6.03, or in any of the Operative Agreements, or (c) those arising or resulting from any of the matters described in the last sentence of Section 6.01, or (d) those resulting from its failure to perform the terms of the last sentence of Section 5.04 hereof or from its failure to use ordinary care in the receipt and disbursement of funds or in connection with its obligation to invest funds pursuant to Section 15 of the Lease or Section 4.02 hereof or in compliance with the first Section of Section 6.08, or (e) any liability on the part of Owner Trustee arising out of its negligence or willful or negligent misconduct in connection with its obligations under Section 5.01, 6.08 or 9.02 hereof or Section 3.05 of the Trust Indenture, or (f) those arising under any circumstances or upon any terms where Lessee would not have been required to indemnify Owner Trustee, in its individual capacity, pursuant to Section 6.01 or 7.01 of the Participation Agreement; provided, that before asserting its right to indemnification, if any, pursuant to this Section 7.01, Owner Trustee shall first demand its corresponding right to indemnification pursuant to Section 6.01 or 7.01 of the Participation Agreement (but need not exhaust any or all remedies available thereunder). The indemnities contained in this Section 7.01 extend to the Owner Trustee only in its individual capacity and shall not be construed as indemnities of the Indenture Estate or the Trust Estate. The indemnities contained in this Section 7.01 shall survive the termination of this Trust Agreement and the resignation or removal of the Owner Trustee. In addition, if necessary, the Owner Trustee shall be entitled to indemnification from the Trust Estate, subject however to the provisions of Section 4.01 hereof and the Lien created under the Trust Indenture, for any liability, obligation, loss, damage, penalty, tax, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee, the Owner Participant or others, but without releasing any of them from their respective agreements of reimbursement.

INDEMNIFICATION OF THE OWNER TRUSTEE BY THE OWNER PARTICIPANT. Section 7.01 7.01. The Owner Participant to Indemnify the Owner Trustee. ---------------------------------------------------- The Owner Participant hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save, defend and hold harmless the Owner Trustee in its individual capacity, and its successors, assigns (but not security assigns), directors, officers, representatives, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Owner Trustee on or measured by any compensation received by the Owner Trustee for its services hereunder), claims, actions, suits, costs, expenses or disbursements (including, without limitation, reasonable legal fees, but excluding internal costs and expenses such as salaries and overhead) and expenses of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Owner Trustee in its individual capacity (whether or not also indemnified against by Lessee under the Lease or under the Participation Agreement or also indemnified against by any other Person; provided that Owner Participant shall be subrogated to the rights -------- of Owner Trustee against Lessee or any other indemnitor) in any way relating to or arising out of this Trust Agreement or any of the other Operative Agreements or the enforcement of any of the terms of any thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Airframe, any Engine or any Part of the foregoing (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder, except (a) in the case of willful misconduct or gross negligence on the part of the Owner Trustee either as trustee or in its individual capacity in the performance or nonperformance of its duties hereunder or under any of the other Operative Agreements to which it is a party or (b) those resulting from the inaccuracy of any representation or warranty of the Owner Trustee in its individual capacity (or from the failure of the Owner Trustee in its individual capacity to perform any covenant) in Section 6.03, or in any of the Operative Agreements, or (c) those arising or resulting from any of the matters described in the last sentence of Section 6.01, or (d) those resulting from its failure to perform the terms of the last sentence of Section 5.04 hereof or from its failure to use ordinary care in the receipt and disbursement of funds or in connection with its obligation to invest funds pursuant to Section 15 of the Lease or Section 4.02 hereof or in compliance with the first Section of Section 6.08, or (e) any liability on the part of Owner Trustee arising out of its negligence or willful or negligent misconduct in connection with its obligations under Section 5.01, 6.08 or 9.02 hereof or Section 3.05 4.01 of the Trust Indenture, or (f) those arising under any circumstances or upon any terms where Lessee would not have been required to indemnify Owner Trustee, in its individual capacity, pursuant to Section 6.01 or 7.01 of the Participation Agreement; provided, that -------- before asserting its right to indemnification, if any, pursuant to this Section 7.01, Owner Trustee shall first demand its corresponding right to indemnification pursuant to Section 6.01 or 7.01 of the Participation Agreement (but need not exhaust any or all remedies available thereunder). The indemnities contained in this Section 7.01 extend to the Owner Trustee only in its individual capacity and shall not be construed as indemnities of the Indenture Estate or the Trust Estate. The indemnities contained in this Section 7.01 shall survive the termination of this Trust Agreement and the resignation or removal of the Owner Trustee. In addition, if necessary, the Owner Trustee shall be entitled to indemnification from the Trust Estate, subject however to the provisions of Section 4.01 hereof and the Lien created under the Trust Indenture, for any liability, obligation, loss, damage, penalty, tax, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee, the Owner Participant or others, but without releasing any of them from their respective agreements of reimbursement.

INDEMNIFICATION OF THE OWNER TRUSTEE BY THE OWNER PARTICIPANT. Section 7.01 7.01. The Owner Participant to Indemnify the Owner Trustee. ---------------------------------------------------- The Owner Participant hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save, defend and hold harmless the Owner Trustee in its individual capacity, and its successors, assigns (but not security assigns), directors, officers, representatives, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Owner Trustee on or measured by any compensation received by the Owner Trustee for its services hereunder), claims, actions, suits, costs, expenses or disbursements (including, without limitation, reasonable legal fees, but excluding internal costs and expenses such as salaries and overhead) and expenses of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Owner Trustee in its individual capacity (whether or not also indemnified against by Lessee under the Lease or under the Participation Agreement or also indemnified against by any other Person; provided that Owner -------- Participant shall be subrogated to the rights of Owner Trustee against Lessee or any other indemnitor) in any way relating to or arising out of this Trust Agreement or any of the other Operative Agreements or the enforcement of any of the terms of any thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Airframe, any Engine or any Part of the foregoing (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder, except (a) in the case of willful misconduct or gross negligence on the part of the Owner Trustee either as trustee or in its individual capacity in the performance or nonperformance of its duties hereunder or under any of the other Operative Agreements to which it is a party or (b) those resulting from the inaccuracy of any representation or warranty of the Owner Trustee in its individual capacity (or from the failure of the Owner Trustee in its individual capacity to perform any covenant) in Section 6.03, or in any of the Operative Agreements, or (c) those arising or resulting from any of the matters described in the last sentence of Section 6.01, or (d) those resulting from its failure to perform the terms of the last sentence of Section 5.04 hereof or from its failure to use ordinary care in the receipt and disbursement of funds or in connection with its obligation to invest funds pursuant to Section 15 of the Lease or Section 4.02 hereof or in compliance with the first Section of Section 6.08, or (e) any liability on the part of Owner Trustee arising out of its negligence or willful or negligent misconduct in connection with its obligations under Section 5.01, 6.08 or 9.02 hereof or Section 3.05 4.01 of the Trust Indenture, or (f) those arising under any circumstances or upon any terms where Lessee would not have been required to indemnify Owner Trustee, in its individual capacity, pursuant to Section 6.01 or 7.01 of the Participation Agreement; provided, that before asserting its right to -------- indemnification, if any, pursuant to this Section 7.01, Owner Trustee shall first demand its corresponding right to indemnification pursuant to Section 6.01 or 7.01 of the Participation Agreement (but need not exhaust any or all remedies available thereunder). The indemnities contained in this Section 7.01 extend to the Owner Trustee only in its individual capacity and shall not be construed as indemnities of the Indenture Estate or the Trust Estate. The indemnities contained in this Section 7.01 shall survive the termination of this Trust Agreement and the resignation or removal of the Owner Trustee. In addition, if necessary, the Owner Trustee shall be entitled to indemnification from the Trust Estate, subject however to the provisions of Section 4.01 hereof and the Lien created under the Trust Indenture, for any liability, obligation, loss, damage, penalty, tax, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee, the Owner Participant or others, but without releasing any of them from their respective agreements of reimbursement.

INDEMNIFICATION OF THE OWNER TRUSTEE BY THE OWNER PARTICIPANT. Section 7.01 7.01. The Owner Participant to Indemnify the Owner -------------------------------------------- Trustee. The Owner Participant hereby agrees, whether or not any of the ------- transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save, defend and hold harmless the Owner Trustee in its individual capacity, and its successors, assigns (but not security assigns), directors, officers, representatives, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Owner Trustee on or measured by any compensation received by the Owner Trustee for its services hereunder), claims, actions, suits, costs, expenses or disbursements (including, without limitation, reasonable legal fees, but excluding internal costs and expenses such as salaries and overhead) and expenses of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Owner Trustee in its individual capacity (whether or not also indemnified against by Lessee under the Lease or under the Participation Agreement or also indemnified against by any other Person; provided that Owner -------- Participant shall be subrogated to the rights of Owner Trustee against Lessee or any other indemnitor) in any way relating to or arising out of this Trust Agreement or any of the other Operative Agreements or the enforcement of any of the terms of any thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Airframe, any Engine or any Part of the foregoing (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder, except (a) in the case of willful misconduct or gross negligence on the part of the Owner Trustee either as trustee or in its individual capacity in the performance or nonperformance of its duties hereunder or under any of the other Operative Agreements to which it is a party or (b) those resulting from the inaccuracy of any representation or warranty of the Owner Trustee in its individual capacity (or from the failure of the Owner Trustee in its individual capacity to perform any covenant) in Section 6.03, or in any of the Operative Agreements, or (c) those arising or resulting from any of the matters described in the last sentence of Section 6.01, or (d) those resulting from its failure to perform the terms of the last sentence of Section 5.04 hereof or from its failure to use ordinary care in the receipt and disbursement of funds or in connection with its obligation to invest funds pursuant to Section 15 of the Lease or Section 4.02 hereof or in compliance with the first Section of Section 6.08, or (e) any liability on the part of Owner Trustee arising out of its negligence or willful or negligent misconduct in connection with its obligations under Section 5.01, 6.08 or 9.02 hereof or Section 3.05 of the Trust Indenture8.02 hereof, or (f) those arising under any circumstances or upon any terms where Lessee would not have been required to indemnify Owner Trustee, in its individual capacity, pursuant to Section 6.01 or 7.01 of the Participation Agreement; provided, that -------- before asserting its right to indemnification, if any, pursuant to this Section 7.01, Owner Trustee shall first demand its corresponding right to indemnification from Lessee pursuant to Section 6.01 or 7.01 of the Participation Agreement or any other Operative Agreement and second, shall seek reimbursement from the Trust Estate (but but, in either case, need not exhaust any or all remedies available thereunder). The indemnities contained in this Section 7.01 extend to the Owner Trustee only in its individual capacity and shall not be construed as indemnities of the Indenture Estate or the Trust Estate. The indemnities contained in this Section 7.01 shall survive the termination of this Trust Agreement and the resignation or removal of the Owner Trustee. In addition, if necessary, the Owner Trustee shall be entitled to indemnification from the Trust Estate, subject however to the provisions of Section 4.01 hereof and the Lien created under the Trust Indenture, for any liability, obligation, loss, damage, penalty, tax, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee, the Owner Participant or others, but without releasing any of them from their respective agreements of reimbursement.

INDEMNIFICATION OF THE OWNER TRUSTEE BY THE OWNER PARTICIPANT. Section 7.01 7.01. The Owner Participant to Indemnify the Owner Trustee. ---------------------------------------------------- The Owner Participant hereby agrees, whether or not any of the transactions contemplated hereby shall be consummated, to assume liability for, and does hereby indemnify, protect, save, defend and hold harmless the Owner Trustee in its individual capacity, and its successors, assigns (but not security assigns), directors, officers, representatives, agents, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, taxes (excluding any taxes payable by the Owner Trustee on or measured by any compensation received by the Owner Trustee for its services hereunder), claims, actions, suits, costs, expenses or disbursements (including, without limitation, reasonable legal fees, but excluding internal costs and expenses such as salaries and overhead) and expenses of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Owner Trustee in its individual capacity (whether or not also indemnified against by Lessee under the Lease or under the Participation Agreement or also indemnified against by any other Person; provided that Owner Participant shall be subrogated to the rights -------- of Owner Trustee against Lessee or any other indemnitor) in any way relating to or arising out of this Trust Agreement or any of the other Operative Agreements or the enforcement of any of the terms of any thereof, or in any way relating to or arising out of the manufacture, purchase, acceptance, nonacceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of the Airframe, any Engine or any Part of the foregoing (including, without limitation, latent and other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement), or in any way relating to or arising out of the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder, except (a) in the case of willful misconduct or gross negligence on the part of the Owner Trustee either as trustee or in its individual capacity in the performance or nonperformance of its duties hereunder or under any of the other Operative Agreements to which it is a party or (b) those resulting from the inaccuracy of any representation or warranty of the Owner Trustee in its individual capacity (or from the failure of the Owner Trustee in its individual capacity to perform any covenant) in Section 6.03, or in any of the Operative Agreements, or (c) those arising or resulting from any of the matters described in the last sentence of Section 6.01, or (d) those resulting from its failure to perform the terms of the last sentence of Section 5.04 hereof or from its failure to use ordinary care in the receipt and disbursement of funds or in connection with its obligation to invest funds pursuant to Section 15 of the Lease or Section 4.02 hereof or in compliance with the first Section of Section 6.08, or (e) any liability on the part of Owner Trustee arising out of its negligence or willful or negligent misconduct in connection with its obligations under Section 5.01, 6.08 or 9.02 hereof or Section 3.05 of the Trust Indenture, or (f) those arising under any circumstances or upon any terms where Lessee would not have been required to indemnify Owner Trustee, in its individual capacity, pursuant to Section 6.01 or 7.01 of the Participation Agreement; provided, that -------- before asserting its right to indemnification, if any, pursuant to this Section 7.01, Owner Trustee shall first demand its corresponding right to indemnification pursuant to Section 6.01 or 7.01 of the Participation Agreement (but need not exhaust any or all remedies available thereunder). The indemnities contained in this Section 7.01 extend to the Owner Trustee only in its individual capacity and shall not be construed as indemnities of the Indenture Estate or the Trust Estate. The indemnities contained in this Section 7.01 shall survive the termination of this Trust Agreement and the resignation or removal of the Owner Trustee. In addition, if necessary, the Owner Trustee shall be entitled to indemnification from the Trust Estate, subject however to the provisions of Section 4.01 hereof and the Lien created under the Trust Indenture, for any liability, obligation, loss, damage, penalty, tax, claim, action, suit, cost, expense or disbursement indemnified against pursuant to this Section 7.01 to the extent not reimbursed by Lessee, the Owner Participant or others, but without releasing any of them from their respective agreements of reimbursement.