US Airways 2004 Annual Report Download - page 223

THIS INDEMNITY OBLIGATION SHALL INCLUDE, WITHOUT LIMITATION, (I) ANY
CLAIMS RESULTING FROM THE NEGLIGENCE OR ALLEGED NEGLIGENCE OF ANY INDEMNITEE,
(II) STATUTORY AND COMMON LAW NEGLIGENCE AND STRICT LIABILITY CLAIMS AS WELL AS
NEGLIGENCE, STRICT LIABILITY AND ALL OTHER CLAIMS ARISING UNDER ENVIRONMENTAL
LAWS, INCLUDING CERCLA OR OTHER ANALOGOUS FEDERAL OR STATE STATUTES, AND (III)
ANY LOSS OR DAMAGE ARISING FROM DIMINUTION IN THE VALUE OF THE MORTGAGED
PROPERTY OR OTHER COLLATERAL RESULTING FROM ANY ENVIRONMENTAL CLAIM OR
ENVIRONMENTAL DAMAGES.
(a) To the extent the Indemnified Parties are entitled to the
indemnity pursuant to this SECTION 11.12, this Indemnity obligation shall
include, but shall not be limited to:
(i) the burden of defending all claims, suits,
and administrative proceedings (with counsel reasonably approved by
Indemnitees), even if such claims, suits, or proceedings are
groundless, false, fraudulent, or frivolous, and of conducting all
negotiations of any description with respect thereto;
(ii) paying and discharging, when and as the
same shall become due, any and all judgments, penalties, or other
sums due against any Indemnitee;
(iii) all costs of investigation, removal,
remediation, and disposal of all Hazardous Substances, (whether or
not such Hazardous Substance may be legally allowed to remain upon,
about or beneath the Mortgaged Property or other Collateral if
removal or remediation is prudent; provided, however, that any
removal or remediation shall be conducted in such a manner as to
place no restriction on the future use of the Mortgaged Property, to
place no deed restriction upon the Mortgaged Property and to require
no post-response action care or monitoring);
(iv) all reasonable costs of determining
whether the Mortgaged Property or other Collateral is in compliance,
and causing the Mortgaged Property or other Collateral to be in
compliance, with all applicable Environmental Laws as permitted by
Section 9.14;
(v) all reasonable costs associated with
claims for damages to persons, property or natural resources; and
(vi) Indemnitees' reasonable attorneys' fees and
consultants' fees and any court costs.
Any Indemnitee, at its expense, may employ additional counsel of its
choice to associate with counsel approved by Indemnitees and employed by
Borrower or Guarantor.
Borrower, Guarantor, and their successors and assigns hereby
waive, release and agree not to make any claim or bring any action under
any Environmental Law now existing or hereafter enacted against any
Indemnitee with respect to the Mortgaged Property or other Collateral, or
any matter that arises or might arise under this Agreement except to the
extent such arises as a result of the negligent or intentional act or
omissions of Indemnitees. It is expressly understood and agreed that to
the extent that any Indemnitee is strictly liable under any Environmental
Law with respect to any Environmental Claim or any matter that arises or
might arise under this
Senior Secured Term Loan
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