US Airways 2004 Annual Report Download - page 199

3.12 SHARING OF PAYMENTS, ETC. If any Lender shall obtain any payment or
prepayment with respect to the Obligation (whether voluntary, involuntary, or
otherwise, including, without limitation, as a result of exercising its Rights
under Section 3.13) which is in excess of its share of any such payment in
accordance with the relevant Rights of the Lenders under the Loan Documents,
then such Lender shall purchase from the other Lenders such participations as
shall be necessary to cause such purchasing Lender to share the excess payment
with each other Lender in accordance with the relevant Rights under the Loan
Documents. If all or any portion of such excess payment is subsequently
recovered from such purchasing Lender, then the purchase shall be rescinded and
the purchase price restored to the extent of such recovery. Borrower agrees that
any Lender purchasing a participation from another Lender pursuant to this
SECTION 3.12 may, to the fullest extent permitted by Law, exercise all of its
Rights of payment (including the Right of offset) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation.
3.13 BOOKING BORROWINGS. To the extent permitted by Law, any Lender may
make, carry, or transfer its Pro Rata Part of the Outstanding Note Balance at,
to, or for the account of any of its Affiliates; provided that, no Affiliate of
any Lender shall be entitled to receive any greater payment under SECTION 4 than
the transferor Lender would have been entitled to receive with respect to such
Pro Rata Part.
SECTION 4 CHANGE IN CIRCUMSTANCES.
4.1 INCREASED COST AND REDUCED RETURN.
(a) Changes in Law. If, after the date hereof, the adoption of any
applicable Law or any change in any applicable Law or any change in the
interpretation or administration thereof by any Governmental Authority
having jurisdiction over the Loan Documents, or compliance by any Lender
with any request or directive (having the force of Law) of any such
Governmental Authority:
(i) shall subject such Lender to any Tax or other charge with
respect to any Eurodollar Rate Borrowing or its obligation to loan
Eurodollar Rate Borrowings, or change the basis of taxation of any
amounts payable to such Lender under the Loan Documents in respect
of any Eurodollar Rate Borrowings (other than Taxes imposed on the
overall net income of such Lender by the jurisdiction in which such
Lender has its principal office);
(ii) shall impose, modify, or deem applicable any reserve,
special deposit, assessment, or similar requirement (other than the
Reserve Requirement utilized in the determination of the Adjusted
Eurodollar Rate) relating to any extensions of credit or other
assets of, or any deposits with or other liabilities or commitments
of, such Lender, including the commitment of such Lender hereunder;
or
(iii) shall impose on such Lender or the London interbank
market any other condition affecting the Loan Documents or any of
such extensions of credit or liabilities or commitments;
and the result of any of the foregoing is to increase the cost to such
Lender of making, converting into, continuing, or maintaining any
Eurodollar Rate Borrowings or to reduce any sum received or receivable by
such Lender under the Loan Documents with respect to any Eurodollar Rate
Borrowing, then Borrower shall pay to such Lender on demand such amount or
amounts as will compensate such Lender for such increased cost or
reduction.
Senior Secured Term Loan
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