US Airways 2004 Annual Report Download - page 233

Aggregate Senior Secured Discount Note Stated Amount owing to it);
provided that (i) except in the case of an assignment of the entire
remaining amount of the assigning Lender's Senior Secured Discount Note at
the time owing to it or in the case of an assignment to a Lender or an
Affiliate of a Lender or a Related Fund with respect to a Lender, the
aggregate amount of the Aggregate Senior Secured Discount Note Stated
Amount of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent or, if "Trade Date" is
specified in the Assignment and Assumption, as of the Trade Date) shall
not be less than $1,000,000, unless each of Administrative Agent and, so
long as no Default or Potential Default has occurred and is continuing,
the Borrower otherwise consents (such consent not to be unreasonably
withheld or delayed); (ii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's Rights
and obligations under this Agreement with respect to the Senior Secured
Discount Notes assigned, except that this CLAUSE (II) shall not prohibit
any Lender from assigning all or a portion of its Rights and obligations
on a non-pro rata basis; and (iii) the parties to each assignment shall
execute and deliver to Administrative Agent an Assignment and Assumption.
Subject to acceptance and recording thereof by Administrative Agent
pursuant to SECTION 13.12(c), from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall
be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender's Rights
and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of
SECTIONS 4, 11, and 13 with respect to facts and circumstances occurring
prior to the effective date of such assignment. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not
comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations
in accordance with SECTION 13.12(d).
(c) Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall maintain at its office in Dallas, Texas
a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders, Aggregate
Senior Secured Note Amount owing to, each Lender pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register
shall be conclusive as to all Lenders (absent manifest error), and the
Borrower, Administrative Agent, and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by
the Borrower and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.
(d) Any Lender may at any time, without the consent of, or
notice to, Borrower or Administrative Agent, sell participations to any
Person (other than a natural person or Borrower or any of Borrower's
Affiliates or Subsidiaries) (each, a "PARTICIPANT") in all or a portion of
such Lender's Rights and/or obligations under this Agreement (including
all or a portion of the Aggregate Senior Secured Discount Note Stated
Amount owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, and (iii) Borrower, Administrative Agent, and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's Rights and obligations under this Agreement.
Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any
Senior Secured Term Loan
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