US Airways 2004 Annual Report Download - page 226

incurred; provided that, each Lender shall be entitled to receive its ratable
portion of any reimbursement for such expenses, or part thereof, which
Administrative Agent subsequently receives from such other sources.
12.3 PROPORTIONATE ABSORPTION OF LOSSES. Except as otherwise provided
in the Loan Documents, nothing in the Loan Documents shall be deemed to give any
Lender any advantage over any other Lender insofar as the Obligation is
concerned, or to relieve any Lender from absorbing its ratable portion of any
losses sustained with respect to the Obligation (except to the extent such
losses result from unilateral actions or inactions of any Lender that are not
made in accordance with the terms and provisions of the Loan Documents).
12.4 [INTENTIONALLY OMITTED].
12.5 LIMITATION OF LIABILITY.
(a) General. Neither Administrative Agent nor any of its
Representatives shall be liable for any action taken or omitted to be
taken by it or them under the Loan Documents in good faith and reasonably
believed by it or them to be within the discretion or power conferred upon
it or them by the Loan Documents or be responsible for the consequences of
any error of judgment, except for fraud, gross negligence, or willful
misconduct; and neither Administrative Agent nor any of its
Representatives has a fiduciary relationship with any Lender by virtue of
the Loan Documents (provided that, nothing herein shall negate the
obligation of Administrative Agent to account for funds received by it for
the account of any Lender).
(b) Non-Discretionary Actions. Indemnification. Unless
indemnified to its satisfaction against loss, cost, liability, and
expense, neither Administrative Agent nor any other Agent shall be
compelled to do any act under the Loan Documents or to take any action
toward the execution or enforcement of the powers thereby created or to
prosecute or defend any suit in respect of the Loan Documents. If
Administrative Agent requests instructions from Lenders or Required
Lenders, as the case may be, with respect to any act or action (including,
but not limited to, any failure to act) in connection with any Loan
Document, Administrative Agent shall be entitled (but shall not be
required) to refrain (without incurring any liability to any Person by so
refraining) from such act or action unless and until it has received such
instructions. Except where action of Required Lenders or all Lenders is
required in the Loan Documents, Administrative Agent may act hereunder in
its own discretion without requesting instructions. In no event, however,
shall Administrative Agent or any of its Representatives be required to
take any action which it or they determine could incur for it or them
criminal or onerous civil liability. Without limiting the generality of
the foregoing, no Lender shall have any right of action against
Administrative Agent as a result of Administrative Agent's acting or
refraining from acting hereunder in accordance with the instructions of
Required Lenders (or all Lenders if required in the Loan Documents).
(c) Independent Credit Decision. Neither Administrative
Agent nor any other Agent shall be responsible in any manner to any Lender
or any Participant for, and each Lender represents and warrants that it
has not relied upon Administrative Agent or any other Agent in respect of,
(i) the creditworthiness of Borrower or Guarantor and the risks involved
to such Lender, (ii) the effectiveness, enforceability, genuineness,
validity, or the due execution of any Loan Document, (iii) any
representation, warranty, document, certificate, report, or statement made
therein or furnished thereunder or in connection therewith, (iv) the
existence, priority, or perfection of any Lien hereafter granted or
purported to be granted under any Loan Document, or (v) observation of or
compliance with any of the terms, covenants, or conditions of any Loan
Senior Secured Term Loan
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