US Airways 2004 Annual Report Download - page 224

Agreement, Borrower and Guarantor's obligations to Indemnitees under this
Agreement shall likewise be without regard to fault on the part of
Borrower or Guarantor with respect to the violation or condition which
results in liability to any Indemnitee.
(b) If the undertaking in the preceding paragraph, or in
any portion thereof, is at any time determined to be unenforceable because
it violates any law or public policy, Borrower or Guarantor will
contribute the maximum portion that either is permitted to pay and satisfy
under applicable law to the payment and satisfaction of all obligations.
(c) Notwithstanding the foregoing, the obligations and
liabilities of Borrower and/or Guarantor under this Agreement shall not
include (a) any Environmental Claim arising or resulting from the activity
of an Indemnitee (without contribution by Borrower and/or Guarantor or any
affiliate, officer, director, employee, contractor or agent of Borrower
and/or Guarantor) after possession of and full title to the Mortgaged
Property has been accepted by the Indemnitee, or (b) any Environmental
Claim occurring or arising with respect to any Hazardous Substance first
placed on or Released to the Mortgaged Property after possession of and
full title to the Mortgaged Property has been accepted by an Indemnitee.
The burden of proof with regard to establishing the date upon which any
event or condition occurred or upon which a Hazardous Substance was
placed, disposed or Released on, to or from the Mortgaged Property, or the
cause of such event or condition shall be upon Borrower and/or Guarantor.
SECTION 12 AGREEMENT AMONG LENDERS.
12.1 ADMINISTRATIVE AGENT.
(a) Appointment of Administrative Agent. Each Lender hereby
appoints Heritage Bank, SSB (and Heritage Bank, SSB accepts such
appointment) as its nominee and agent, in its name and on its behalf: (i)
to act as nominee for and on behalf of such Lender in and under all Loan
Documents; (ii) to arrange the means whereby the funds of Lenders are to
be made available to Borrower under the Loan Documents; (iii) to take such
action as may be requested by any Lender under the Loan Documents (when
such Lender is entitled to make such request under the Loan Documents and
after such requesting Lender has obtained the concurrence of such other
Lenders as may be required under the Loan Documents); (iv) to receive all
documents and items to be furnished to Lenders under the Loan Documents;
(v) to timely distribute, and Administrative Agent agrees to so
distribute, to each Lender all material information, requests, documents,
and items received from Borrower and Guarantor under the Loan Documents;
(vi) to promptly distribute to each Lender its ratable part of each
payment or prepayment (whether voluntary, as proceeds of collateral upon
or after foreclosure, as proceeds of insurance thereon, or otherwise) in
accordance with the terms of the Loan Documents; and (vii) to deliver to
the appropriate Persons requests, demands, approvals, and consents
received from Lenders; provided, however, Administrative Agent shall not
be required to take any action which exposes Administrative Agent to
personal liability or which is contrary to the Loan Documents or
applicable Law.
(b) Resignation or Removal of Administrative Agent. Successor
Administrative Agent. Administrative Agent may resign at any time with or
without cause as Administrative Agent under the Loan Documents by giving
written notice thereof to Lenders and may be removed as Administrative
Agent under the Loan Documents at any time with cause by Required Lenders.
Should the initial or any successor Administrative Agent ever cease to be
a party hereto or should the initial or any successor Administrative Agent
ever resign or be removed as Administrative Agent, then Required Lenders
shall elect the successor Administrative Agent from among the Lenders
(other than the resigning Administrative Agent). If no successor
Senior Secured Term Loan
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