US Airways 2008 Annual Report Download - page 282

outstanding, together with interest accrued but unpaid thereon, **and all other amounts due to the Transaction Agents and any Lender hereunder or under any
other Transaction Document, to be forthwith due and payable, whereupon the Commitments shall terminate and the Loans, all such interest and all other
amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower. In addition to any other remedies available to the Transaction Agents and the Lenders under the Transaction Documents or at law or
otherwise, if an Event of Default shall have occurred and so long as the same shall be continuing unremedied, then and in every such case the Collateral Agent
may exercise any or all of the rights and powers and pursue any and all of the remedies set forth in the Mortgage.
ARTICLE VIII
THE TRANSACTION AGENTS
Section 8.1. Appointment and Authorization. Each Lender hereby irrevocably designates and appoints General Electric Capital Corporation as the
"Administrative Agent", and General Electric Capital Corporation, as the "Collateral Agent" (collectively, the "Transaction Agents") under the Transaction
Documents and authorizes each Transaction Agent to take such actions and to exercise such powers as are delegated to it thereby and to exercise such other
powers as are reasonably incidental thereto. No Transaction Agent shall have any duties other than those expressly set forth in a Transaction Document or any
fiduciary relationship with any Lender, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against any Transaction
Agent. The Transaction Agents do not assume, nor shall they be deemed to have assumed, any obligation to, or relationship of trust or agency with, the
Borrower. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall any Transaction Agent ever be required to
take any action which exposes it to personal liability or which is contrary to the provision of any Transaction Document or applicable law.
Section 8.2. Delegation of Duties. Each of the Transaction Agents may execute any of its duties through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties.
Section 8.3. Exculpatory Provisions. No Transaction Agent nor any of their respective directors, officers, agents or employees shall be liable to any Lender
for any action taken or omitted (i) with the consent or at the direction of the Required Lenders or (ii) in the absence of such Person's gross negligence or
willful misconduct. No Transaction Agent shall be responsible to any Lender or other Person for (a) any recitals, representations, warranties or other
statements made by the Borrower or any of its Affiliates, (b) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction
Document, (c) any failure of the Borrower or any of its Affiliates to perform any obligation or (d) the satisfaction of any condition specified in Article VI. No
Transaction Agent shall have any obligation to any Lender to ascertain or inquire about the observance or performance of any agreement contained in any
Transaction Document or to inspect the properties, books or records of the Borrower or any of its Affiliates.
** Confidential Treatment Requested. - 31 -