US Airways 2004 Annual Report Download - page 232

payment of all or any part of the Obligation payable to such Lender or
Administrative Agent; (ii) reduces the interest rate or decreases the
amount of any payment of principal, interest, fees, or other sums payable
to Administrative Agent or any such Lender hereunder (except such
reductions as are contemplated by this Agreement); (iii) changes the
definition of "REQUIRED LENDERS" or this SECTION 13.10(b) or any other
provisions of the Loan Documents that require the unanimous consent of the
Lenders; (iv) changes the order of application of any payment or
prepayment set forth in SECTIONS 3.3 and 3.11 in any manner that adversely
affects such Lender or Administrative Agent; or (v) except as otherwise
permitted by any Loan Document (including, without limitation, SECTION
6.3), releases all or any substantial portion of the Collateral or any
material Borrower. Without the consent of such Lender, no Lender's
"COMMITMENT PERCENTAGE" may be increased.
(c) Any conflict or ambiguity between the terms and
provisions of this Agreement and terms and provisions in any other Loan
Document shall be controlled by the terms and provisions herein.
(d) No course of dealing nor any failure or delay by
Administrative Agent, any Lender, or any of their respective
Representatives with respect to exercising any Right of Administrative
Agent or any Lender hereunder shall operate as a waiver thereof. A waiver
must be in writing and signed by Administrative Agent and requisite
Lenders to be effective, and such waiver will be effective only in the
specific instance and for the specific purpose for which it is given.
13.11 MULTIPLE COUNTERPARTS. The Loan Documents may be executed in a
number of counterparts, each of which shall be deemed an original for all
purposes and all of which constitute, collectively, one agreement; but, in
making proof of any Loan Document, it shall not be necessary to produce or
account for more than one such counterpart. This Agreement shall become
effective when counterparts hereof shall have been executed and delivered to
Administrative Agent by each Lender, Administrative Agent, Borrower, and
Guarantor, or, when Administrative Agent shall have received telecopied,
telexed, or other evidence satisfactory to it that such party has executed and
is delivering to Administrative Agent a counterpart hereof.
13.12 SUCCESSORS AND ASSIGNS; ASSIGNMENTS AND PARTICIPATIONS.
(a) The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither Borrower nor
Guarantor may not, except as otherwise permitted under the Loan Documents,
assign or otherwise transfer any of its Rights or obligations hereunder
without the prior written consent of each Lender and no Lender may assign
or otherwise transfer any of its rights or obligations hereunder except
(i) to an Eligible Assignee in accordance with the provisions of SECTION
13.12(b), (ii) by way of participation in accordance with the provisions
of SECTION 13.12(d), or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of SECTION 13.12(f) (and any other
attempted assignment or transfer by any party hereto shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent
provided in SECTION 13.12(d) and, to the extent expressly contemplated
hereby, the Affiliates of each of the Administrative Agent and the
Lenders) any legal or equitable Right, remedy, or claim under or by reason
of this Agreement.
(b) Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its Rights and obligations under
this Agreement (including all or a portion of the
Senior Secured Term Loan
50