US Airways 2008 Annual Report Download - page 272

(iii) **
Section 5.4. (a) Other Taxes. In addition to the amounts described elsewhere in this Article V,**
(c) Non-Parties. If a ** is not a party to this Agreement, the Borrower may require such Tax Indemnitee to agree in writing to the terms of Sections 5.3 and
5.4 prior to making any payment to such ** under Section 5.3 or 5.4.
Section 5.5. Indemnity. (a) Indemnity Obligation. The Borrower agrees to indemnify and hold harmless each Lender, the Collateral Agent, the
Administrative Agent, and their respective successors, assigns, directors, officers, employees and agents (hereinafter in this Section 5.5 referred to
individually as an "Indemnitee," and collectively as"Indemnitees")** For purposes of subclause (i) above, an Indemnitee shall be considered a "related"
Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or
agent of such other Indemnitee, or a successor or assignee of such other Indemnitee.
(b) Indemnification Procedures.
(i) Notice. In case any action, suit or proceeding shall be brought against anyIndemnitee for which such Indemnitee will seek indemnification under
Section 5.5(a), such Indemnitee shall notify the Borrower of the commencement thereof and the Borrower may, subject to the provisions of this Section 5.5, at
its expense, participate in and to the extent that it shall wish (subject to the provisions of the following subsections), assume and control the defense thereof
and, subject to Section 5.5(b)(iii), settle or compromise the same. Notwithstanding the foregoing, the failure of any Indemnitee to notify the Borrower as
provided in this Section 5.5(b)(i) shall not release the Borrower from any of its obligations to indemnify such Indemnitee hereunder, except to the extent that
such failure results in an additional Loss to the Borrower (in which event the Borrower shall not be responsible for such additional Loss) or materially impairs
the Borrower's ability to contest such claim.
(ii) Control. The Borrower or its insurer(s) shall have the right, at its or their expense, to investigate and, if the Borrower or its insurer(s) shall agree not
to dispute liability to the Indemnitee giving notice of such action, suit or proceeding under Section 5.5(a) or under any insurance policies pursuant to which
coverage is sought, control the defense of any action, suit or proceeding relating to any Losses for which indemnification is sought pursuant to this
Section 5.5, and each Indemnitee shall cooperate with the Borrower or its insurer(s) with respect thereto; provided, that the Borrower shall not be entitled to
control the defense of any such
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