US Airways 2008 Annual Report Download - page 273

action, suit, proceeding or compromise any such Losses during the continuance of any Event of Default and so long as no such cooperation shall entail a
material risk of (A) criminal liability of such Indemnitee, (B) unindemnified civil liability of such Indemnitee or (C) the sale, loss, forfeiture or seizure of the
Collateral. In connection with any such action, suit or proceeding being controlled by the Borrower, such Indemnitee shall have the right to participate
therein, at its sole cost and expense.
(iii) Settlement. In no event shall any Indemnitee enter into a settlement or other compromise with respect to any Losses without the prior written
consent of the Borrower, unless such Indemnitee waives its right to be indemnified with respect to such Losses under this Section 5.5.
(iv) Cooperation. Each Indemnitee agrees to cooperate with the Borrower and its insurers in the exercise of their rights to investigate, defend or
compromise Losses for which indemnification may be claimed hereunder.
(v) Nonparties. If an Indemnitee is not a party to this Agreement, the Borrower may require such Indemnitee to agree in writing to the terms of this
Section 5.5 prior to making any payment to such Indemnitee under this Section 5.5.
(vi) No Requirement. Nothing contained in this Section 5.5(b) shall be deemed to require an Indemnitee to assume responsibility for or control of any
judicial proceeding with respect to any Losses.
ARTICLE VI
CONDITIONS PRECEDENT
Section 6.1. Conditions to Effectiveness of Commitments. The effectiveness of the Commitment of each Lender under this Agreement is subject to the
condition that Borrower shall have delivered to the Administrative Agent the following:
(i) an executed counterpart of this Agreement;
(ii) an executed counterpart of the **(iii) an executed counterpart of the Related Loan Agreement; and
(iv) an executed counterpart of the **
Section 6.2. Conditions to Funding. The obligation of the Lenders to make the Loan is subject to the fulfillment, prior to or on the Funding Date, of the
following additional conditions precedent:
(a) The Collateral Agent shall have received the following documents (with a copy for each Lender):
** Confidential Treatment Requested. - 22 -