US Airways 2004 Annual Report Download - page 228

duty or liability whatsoever to any Lender, other than to act without
gross negligence or willful misconduct.
(e) Lenders hereby irrevocably authorize Administrative
Agent, at its option and in its discretion, to release any Lien granted to
or held by Administrative Agent upon any Collateral: (i) upon payment and
satisfaction of the Obligation; (ii) constituting property in which
Borrower did not own an interest at the time the Lien was granted or at
any time thereafter;(iii) upon the sale, transfer, or disposition of
Collateral which is expressly permitted pursuant to the Loan Documents;
(iv) as contemplated in SECTION 6.3; or (v) if approved, authorized, or
ratified in writing by all necessary Lenders. Upon request by
Administrative Agent at any time, Lenders will confirm in writing
Administrative Agent's authority to release particular types or items of
Collateral pursuant to this SECTION 12.6.
(f) In furtherance of the authorizations set forth in this
SECTION 12.6, each Lender hereby irrevocably appoints Administrative Agent
its attorney-in-fact, with full power of substitution, for and on behalf
of and in the name of each such Lender, (i) to enter into Collateral
Documents (including, without limitation, any appointments of substitute
trustees under any Collateral Document), (ii) to take action with respect
to the Collateral and Collateral Documents to perfect, maintain, and
preserve Lender's Liens, and (iii) to execute instruments of release or to
take other action necessary to release Liens upon any Collateral to the
extent authorized in PARAGRAPH (e) hereof. This power of attorney shall be
liberally, not restrictively, construed so as to give the greatest
latitude to Administrative Agent's power, as attorney, relative to the
Collateral matters described in this SECTION 12.6. The powers and
authorities herein conferred on Administrative Agent may be exercised by
Administrative Agent through any Person who, at the time of the execution
of a particular instrument, is an officer of Administrative Agent. The
power of attorney conferred by this SECTION 12.6(f) is granted for
valuable consideration and is coupled with an interest and is irrevocable
so long as the Obligation, or any part thereof, shall remain unpaid.
12.7 LIMITATION OF LIABILITY. To the extent permitted by Law, (a)
Administrative Agent (acting in its agent capacity) shall not incur any
liability to any Lender or Participant except for acts or omissions resulting
from its own fraud, gross negligence or willful misconduct, and (b) neither
Administrative Agent nor any Lender or Participant shall incur any liability to
any other Person for any act or omission of any other Lender or Participant.
12.8 RELATIONSHIP OF LENDERS. Nothing herein shall be construed as
creating a partnership or joint venture among Administrative Agent and Lenders.
12.9 BENEFITS OF AGREEMENT. None of the provisions of this SECTION 12
shall inure to the benefit of or obligate Borrower or any other Person other
than Lenders and Administrative Agent; consequently, neither Borrower or any
other Person shall be entitled to rely upon, or to raise as a defense, in any
manner whatsoever, the failure of Administrative Agent or any Lender to comply
with such provisions.
12.10 OBLIGATIONS SEVERAL. The obligations of Lenders hereunder are
several, and each Lender hereunder shall not be responsible for the obligations
of the other Lenders hereunder, nor will the failure of one Lender to perform
any of its obligations hereunder relieve the other Lenders from the performance
of their respective obligations hereunder.
SECTION 13 MISCELLANEOUS.
Senior Secured Term Loan
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