US Airways 2004 Annual Report Download - page 225

Administrative Agent shall have been so appointed by Required Lenders,
within 30 days after the retiring Administrative Agent's giving of notice
of resignation or Required Lenders' removal of the retiring Administrative
Agent, then the retiring Administrative Agent may, on behalf of Lenders,
appoint a successor Administrative Agent. Upon the acceptance of any
appointment as Administrative Agent under the Loan Documents by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the Rights of the retiring
Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations of Administrative Agent under
the Loan Documents, and each Lender shall execute such documents as any
Lender may reasonably request to reflect such change in and under the Loan
Documents. After any retiring Administrative Agent's resignation or
removal as Administrative Agent under the Loan Documents, the provisions
of this SECTION 12 shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under the Loan
Documents.
(c) Administrative Agent as a Lender. Non-Fiduciary.
Administrative Agent if also a Lender, in such capacity as a Lender, shall
have the same Rights under the Loan Documents as any other Lender and may
exercise the same as though it were not acting as Administrative Agent;
the term "Lender" shall, unless the context otherwise indicates, include
Administrative Agent; and any resignation, or removal of Administrative
Agent hereunder shall not impair or otherwise affect any Rights which it
has or may have in its capacity as an individual Lender. Each Lender, the
Borrower and Guarantor agree that Administrative Agent is not a fiduciary
for Lenders, Borrower, or Guarantor but simply is acting in the capacity
described herein to alleviate administrative burdens for Borrower,
Guarantor and Lenders, that Administrative Agent has no duties or
responsibilities to Lenders, Borrower or Guarantor except those expressly
set forth herein, and that Administrative Agent in its capacity as a
Lender has all Rights of any other Lender.
(d) Other Activities of Administrative Agent. Administrative Agent
and its Affiliates may now or hereafter be engaged in one or more loan,
letter of credit, leasing, or other financing transactions with Borrower
or Guarantor, act as trustee or depositary for Borrower or Guarantor, or
otherwise be engaged in other transactions with Borrower or Guarantor
(collectively, the "OTHER ACTIVITIES") not the subject of the Loan
Documents. Without limiting the Rights of Lenders specifically set forth
in the Loan Documents, Administrative Agent and its Affiliates shall not
be responsible to account to Lenders for such other activities, and no
Lender shall have any interest in any other activities, any present or
future guaranties by or for the account of Borrower or Guarantor which are
not contemplated or included in the Loan Documents, any present or future
offset exercised by Administrative Agent and its Affiliates in respect of
such other activities, any present or future property taken as security
for any such other activities, or any property now or hereafter in the
possession or control of Administrative Agent or its Affiliates which may
be or become security for the obligations of Borrower or Guarantor arising
under the Loan Documents by reason of the general description of
indebtedness secured or of property contained in any other agreements,
documents, or instruments related to any such other activities; provided
that, if any payments in respect of such guaranties or such property or
the proceeds thereof shall be applied to reduction of the Obligation, then
each Lender shall be entitled to share in such application ratably.
12.2 EXPENSES. Upon demand by Administrative Agent, each Lender shall
pay its ratable portion (determined as of the date reimbursement is sought
hereunder) of any reasonable expenses (including, without limitation, court
costs, reasonable attorneys' fees, and other costs of collection) incurred by
Administrative Agent in connection with any of the Loan Documents if and to the
extent such Administrative Agent does not receive reimbursement therefore from
other sources within 60 days after
Senior Secured Term Loan
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