US Airways 2004 Annual Report Download - page 227

Document on the part of either Borrower or Guarantor. Each Lender agrees
to indemnify Administrative Agent and its Representatives and hold them
harmless from and against (but limited to such Lender's Pro Rata Part of)
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, reasonable expenses, and reasonable disbursements
of any kind or nature whatsoever which may be imposed on, asserted
against, or incurred by them in any way relating to or arising out of the
Loan Documents or any action taken or omitted by them under the Loan
Documents (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF
ADMINISTRATIVE AGENT OR ITS REPRESENTATIVES), to the extent Administrative
Agent and its Representatives are not reimbursed for such amounts by
Borrower (provided that, Administrative Agent and its Representatives
shall not have the Right to be indemnified hereunder for its or their own
fraud, gross negligence, or willful misconduct).
12.6 DEFAULT; COLLATERAL.
(a) Upon the occurrence and continuance of a Default,
Lenders agree to promptly confer in order that Required Lenders or
Lenders, as the case may be, may agree upon a course of action for the
enforcement of the Rights of Lenders; and Administrative Agent shall be
entitled to refrain from taking any action (without incurring any
liability to any Person for so refraining) unless and until Administrative
Agent shall have received instructions from Required Lenders. All Rights
of action under the Loan Documents and all Rights to the Collateral, if
any, hereunder may be enforced by Administrative Agent and any suit or
proceeding instituted by Administrative Agent in furtherance of such
enforcement shall be brought in its name as Administrative Agent without
the necessity of joining as plaintiffs or defendants any other Agent or
Lender, and the recovery of any judgment shall be for the benefit of
Lenders subject to the expenses of Administrative Agent. In actions with
respect to any property of Borrower or Guarantor, Administrative Agent is
acting for the ratable benefit of each Lender. Any and all agreements to
subordinate (whether made heretofore or hereafter) other indebtedness or
obligations of Borrower or Guarantor to the Obligation shall be construed
as being for the ratable benefit of each Lender.
(b) Each Lender authorizes and directs Administrative
Agent to enter into the Collateral Documents for the benefit of the
Lenders. Except to the extent unanimity or a supermajority is required
hereunder, each Lender agrees that any action taken by the Required
Lenders in accordance with the provisions of the Loan Documents, and the
exercise by the Required Lenders of the powers set forth herein or
therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all of the Lenders.
(c) Administrative Agent is hereby authorized on behalf of
all of the Lenders, without the necessity of any notice to or further
consent from any Lender, from time to time to take any action with respect
to any Collateral or Collateral Documents which may be necessary to
perfect and maintain perfected the Liens upon the Collateral granted
pursuant to the Collateral Documents.
(d) Administrative Agent shall have no obligation whatsoever to
any Lender or to any other Person to assure that the Collateral exists or
is owned by Borrower or Guarantor or is cared for, protected, or insured
or has been encumbered or that the Liens granted to Administrative Agent
herein or pursuant hereto have been properly or sufficiently or lawfully
created, perfected, protected, or enforced, or are entitled to any
particular priority, or to exercise at all or in any particular manner or
under any duty of care, disclosure, or fidelity, or to continue
exercising, any of the Rights granted or available to Administrative Agent
in this SECTION 12.6 or in any of the Collateral Documents; it being
understood that Administrative Agent shall have no
Senior Secured Term Loan
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