US Airways 2008 Annual Report Download - page 283

Section 8.4. Reliance by Transaction Agents. As between the Transaction Agents and the Lenders, each of the Transaction Agents shall in all cases be
entitled to rely, and shall be fully protected in relying, upon any document, other writing or conversation reasonably believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person and upon advice and statements of legal counsel (including counsel to the Borrower or any of its
Affiliates), independent accountants and other experts selected by such Transaction Agent. Each of the Transaction Agents shall in all cases be fully justified
in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Lenders, and assurance
of its indemnification, as it deems appropriate. Subject to Section 9.1, no Transaction Agent shall effect any waiver or grant any consent or make any
determination (except as provided in Section 1.7(a)) without the direction of the Required Lenders.
Section 8.5. Notice of Events of Default. No Transaction Agent shall be deemed to have knowledge or notice of the occurrence of any Potential Default
unless it has received notice from any Lender or the Borrower stating that a Potential Default has occurred hereunder and describing such Potential Default.
Promptly upon receiving notice of the occurrence of any Potential Default, a Transaction Agent shall notify each Lender and the other Transaction Agent of
such occurrence. The Transaction Agents shall take such action concerning a Potential Default as may be directed by the Required Lenders (or, if required for
such action, all of the Lenders), but until a Transaction Agent receives such directions, each Transaction Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, as such Transaction Agent deems advisable and in the best interests of the Lenders.
Section 8.6. Non-Reliance on Transaction Agents and Other Lenders; Lender Representations. Each Lender expressly acknowledges that no Transaction
Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that
no act by a Transaction Agent hereafter taken, including any review of the affairs of the Borrower or any of its Affiliates, shall be deemed to constitute
anyrepresentation or warranty by such Transaction Agent. Each Lender represents and warrants to each of the Transaction Agents that, independently and
without reliance upon the Transaction Agents or any other Lender and based on such documents and information as it has deemed appropriate, it has made
and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and
creditworthiness of the Borrower and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for
items specifically required to be delivered hereunder, no Transaction Agent shall have any duty or responsibility to provide any Lender with any information
concerning the Borrower or any of its Affiliates that comes into the possession of such Transaction Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.
Section 8.7. Transaction Agents and Affiliates. Each of the Transaction Agents and its Affiliates may extend credit to, accept deposits from and generally
engage in any kind of business with the Borrower or any of its Affiliates and, in its role as a Lender, General Electric Capital Corporation may exercise or
refrain from exercising its rights and powers as if it were not Administrative Agent.
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