OR
OTHER SECURITY FOR SUCH APPEAL, (VI) NO DEFAULT OR EVENT OF DEFAULT, UNDER ANY
OF THE OPERATIVE DOCUMENTS BY SUBLESSOR OR THE AIRLINE SERVICES AGREEMENT, HAS
OCCURRED AND IS CONTINUING, AND (VII) SUBLESSEE SHALL HAVE DELIVERED TO
SUBLESSOR A WRITTEN ACKNOWLEDGE OF SUBLESSEE'S OBLIGATION TO INDEMNIFY IN FULL
SUBLESSOR PURSUANT TO THIS AGREEMENT TO THE EXTENT THAT THE CONTEST IS NOT
SUCCESSFUL. SUBLESSOR SHALL HAVE NO OBLIGATION TO CAUSE OWNER PARTICIPANT AND
OWNER PARTICIPANT SHALL HAVE NO OBLIGATION TO APPEAL ANY ADVERSE DECISION OF AN
APPELLATE COURT TO THE UNITED STATES SUPREME COURT.
(XIII)
MINIMUM INDEMNITY.
THE AMOUNT OF ANY INDEMNITY
PAYABLE BY SUBLESSEE TO SUBLESSOR PURSUANT TO THIS SECTION 29 SHALL IN ALL
EVENTS BE AN AMOUNT SUFFICIENT TO RESTORE SUBLESSOR TO THE POSITION THAT
SUBLESSOR WOULD BE IN IF THE SUBLESSOR INCLUSION, TIA LIABILITY OR ANY INDEMNITY
OTHERWISE PAYABLE PURSUANT TO SECTION 7 OF THE PARTICIPATION AGREEMENT THAT GAVE
RISE TO SUBLESSEE'S OBLIGATION HEREUNDER HAD NOT OCCURRED.
(C)
GENERAL INDEMNITY.
SUBLESSEE HEREBY AGREES
TO INDEMNIFY EACH INDEMNITEE AGAINST, AND AGREES TO PROTECT, DEFEND, SAVE AND
KEEP HARMLESS EACH THEREOF FROM (WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
HEREIN OR IN ANY OF THE OTHER SUBLESSEE DOCUMENTS
A1-54
ARE CONSUMMATED), ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, CLAIMS, ACTIONS, SUITS, OUT-OF-POCKET COSTS, EXPENSES AND
DISBURSEMENTS (INCLUDING REASONABLE LEGAL FEES AND EXPENSES BUT EXCLUDING
INTERNAL COSTS AND EXPENSES SUCH AS SALARIES AND OVERHEAD), OF WHATSOEVER KIND
AND NATURE (COLLECTIVELY CALLED "EXPENSES") IMPOSED ON, INCURRED BY OR ASSERTED
AGAINST ANY INDEMNITEE, IN ANY WAY RELATING TO OR ARISING OUT OF (A) ANY OF THE
OPERATIVE DOCUMENTS OR THE SUBLESSEE DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREBY OR THE ENFORCEMENT OF ANY OF THE TERMS THEREOF OR ANY
AMENDMENT, MODIFICATION OR WAIVER IN RESPECT THEREOF, (B) THE MANUFACTURE,
PURCHASE, ACCEPTANCE OR REJECTION OF THE AIRCRAFT, AIRFRAME OR ANY ENGINE OR
PART, (C) THE AIRCRAFT (OR ANY PORTION THEREOF OR ANY ENGINE OR ENGINE AFFIXED
TO THE AIRFRAME) WHETHER OR NOT ARISING OUT OF THE FINANCE, REFINANCE,
OWNERSHIP, DELIVERY, NONDELIVERY, STORAGE, SUBLEASE, POSSESSION, USE, NON-USE,
OPERATION, MAINTENANCE, REGISTRATION, REREGISTRATION, CONDITION, MODIFICATION,
ALTERATION, REPLACEMENT, REPAIR, SUBSTITUTION, SALE, RETURN OR OTHER DISPOSITION
OF THE AIRCRAFT (OR ANY PORTION THEREOF OR ANY ENGINE OR ENGINE OR PART AFFIXED
TO THE AIRFRAME) INCLUDING, WITHOUT LIMITATION, LATENT OR OTHER DEFECTS, WHETHER
OR NOT DISCOVERABLE, STRICT TORT LIABILITY, ANY DAMAGE TO PROPERTY OR THE
ENVIRONMENT, DEATH OF OR INJURY TO ANY PERSON AND ANY CLAIM FOR PATENT,
TRADEMARK OR COPYRIGHT INFRINGEMENT; PROVIDED THAT THE FOREGOING INDEMNITY AS TO
ANY INDEMNITEE SHALL NOT EXTEND TO ANY EXPENSE TO THE EXTENT RESULTING FROM OR
ARISING OUT OF OR ATTRIBUTABLE TO ONE OR MORE OF THE FOLLOWING: (A) ANY
REPRESENTATION OR WARRANTY BY SUCH INDEMNITEE IN THE OPERATIVE DOCUMENTS BEING
INCORRECT IN ANY MATERIAL RESPECT, OR (B) THE FAILURE BY SUCH INDEMNITEE TO
PERFORM OR OBSERVE ANY AGREEMENT, COVENANT OR CONDITION IN ANY OF THE OPERATIVE
DOCUMENTS APPLICABLE TO IT INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE
CREATION OR