US Airways 2007 Annual Report Download - page 302

(ii) claims for injuries to or deaths of third parties, or loss of property of third parties occurring during or incidental to (a) the provision of Resident
Customer Support Representative support under Clause 15 or (b) arise out of the provision of training pursuant to Clause 16 and are not caused
by a defect of the type specified in Clause 12.1.1 that is not excluded under Clause 12.1.2.
19.3 Notice and Defense of Claims
(i) If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the "Indemnitee") for damages
for which liability has been assumed by the other party under this Clause 19, (the "Indemnitor"), the Indemnitee will promptly give notice to the
Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) will assume and conduct the defense, or settlement, of such suit, as
the Indemnitor will deem prudent. Notice of the claim or suit will be accompanied by all information pertinent to the matter as is reasonably
available to the Indemnitee and will be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request
at the expense of the Indemnitor.
(ii) If the Indemnitor fails or refuses to assume the defense of any claim or lawsuit notified to it under this Clause 19, the Indemnitee will have the
right to proceed with the defense or settlement of the claim or lawsuit as it deems prudent and will have a claim over against the Indemnitor for
any judgments, reasonable settlements, costs or expenses, including reasonable attorneys' fees. Further, in such event, the Indemnitor will be
deemed to have waived any objection or defense to the Indemnitee's claim based on the reasonableness of any settlement.
19.4 Insurance
For all training periods on aircraft, the Buyer will cause the Seller and its Affiliates, as defined in this Clause 19.4 to be named as additional insured
under its aviation legal liability insurance policies, including passenger legal liability, bodily injury liability, products liability (exclusive of
manufacturer's product liability insurance), property damage liability, contractual liability and war risks and allied perils liability, to the extent of the
Buyer's undertaking set forth in Clause 19.2. With respect to the Buyer's hull all risks and hull war risks insurances and allied perils, the Buyer will
cause its hull insurance underwriters to waive all rights of subrogation against the Seller, as defined in this Clause 19.4 to the extent of the Buyer's
undertaking set forth in Clause 19.2.
Any applicable deductible will be borne by the Buyer. With respect to the above policies, the Buyer will furnish to the Seller, not less than seven
(7) Working Days prior to the start of any such training period, certificates of insurance, in English, evidencing the limit of liability cover and period of
insurance in a form acceptable to the Seller from
** Confidential Treatment Requested.
USA – Amended and Restated Airbus A320 Family Purchase Agreement PA – 107 of 123
EXECUTION PRIVILEGED AND CONFIDENTIAL