US Airways 2004 Annual Report Download - page 221

with legal counsel (including counsel for Borrower), independent accountants,
and other experts selected by Administrative Agent and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants, or experts.
11.6 NOT IN CONTROL. Nothing in any Loan Document shall, or shall be
deemed to (a) give Administrative Agent or any Lender the Right to exercise
control over the assets (including real property), affairs, or management of
Borrower or Guarantor, (b) preclude or interfere with compliance by Borrower or
Guarantor thereof with any Law (including Environmental Law or Environmental
Requirements), or (c) require any act or omission by Borrower or Guarantor
thereof that may be harmful to Persons or property. Any "Material Adverse Event"
or other materiality qualifier in any representation, warranty, covenant, or
other provision of any Loan Document is included for credit documentation
purposes only and shall not, and shall not be deemed to, mean that
Administrative Agent or any Lender acquiesces in any non-compliance by Borrower
or Guarantor with any Law or document, or that Administrative Agent or any
Lender does not expect the Borrower or Guarantor to promptly, diligently, and
continuously carry out all appropriate removal, remediation, restoration and
termination activities required or appropriate in accordance with all
Environmental Laws and Environmental Requirements. The Administrative Agent and
the Lenders have no fiduciary relationship with or fiduciary duty to Borrower or
Guarantor arising out of or in connection with the Loan Documents, and the
relationship between the Administrative Agent and the Lenders, on the one hand,
and Borrower or Guarantor, on the other hand, in connection with the Loan
Documents is solely that of debtor and creditor. The power of the Administrative
Agent and Lenders under the Loan Documents is limited to the Rights provided in
the Loan Documents, which Rights exist solely to assure payment and performance
of the Obligation and may be exercised in a manner calculated by the
Administrative Agent and Lenders in their respective good faith business
judgment.
11.7 COURSE OF DEALING. The acceptance by Administrative Agent or Lenders
at any time and from time to time of partial payment on the Obligation shall not
be deemed to be a waiver of any Default then existing. No waiver by
Administrative Agent, Required Lenders, or Lenders of any Default shall be
deemed to be a waiver of any other then-existing or subsequent Default. No delay
or omission by Administrative Agent, Required Lenders, or Lenders in exercising
any Right under the Loan Documents shall impair such Right or be construed as a
waiver thereof or any acquiescence therein, nor shall any single or partial
exercise of any such Right preclude other or further exercise thereof, or the
exercise of any other Right under the Loan Documents or otherwise.
11.8 CUMULATIVE RIGHTS. All Rights available to Administrative Agent and
Lenders under the Loan Documents are cumulative of and in addition to all other
Rights granted to Administrative Agent and Lenders at law or in equity, whether
or not the Obligation is due and payable and whether or not Administrative Agent
or Lenders have instituted any suit for collection, foreclosure, or other action
in connection with the Loan Documents.
11.9 APPLICATION OF PROCEEDS. Any and all proceeds ever received by
Administrative Agent or Lenders from the exercise of any Rights pertaining to
the Obligation shall be applied to the Obligation in the order and manner set
forth in SECTION 3.11.
11.10 CERTAIN PROCEEDINGS. Each of Borrower and Guarantor agrees that it
will promptly execute and deliver, or cause the execution and delivery of, all
applications, certificates, instruments, registration statements, and all other
documents and papers Administrative Agent or Lenders may reasonably request in
connection with the obtaining of any consent, approval, registration,
qualification, permit, license, or Authorization of any Governmental Authority
or other Person necessary or appropriate for the effective exercise of any
Rights under the Loan Documents. Because each of the Borrower and Guarantor
agrees that Administrative Agent's and Lenders' remedies at Law for failure of
the Borrower
Senior Secured Term Loan
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