US Airways 2008 Annual Report Download - page 284

Section 8.8. Indemnification. Each Lender shall indemnify and hold harmless each of the Transaction Agents and its officers, directors, employees,
representatives and agents (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably in accordance
with its Percentage Share (or, after the Commitments have been terminated, its Ratable Share) from and against any and all liabilities, obligations, losses,
damages, penalties, judgments, settlements, costs, expenses and disbursements of any kind whatsoever (including in connection with any investigative or
threatened proceeding, whether or not such Transaction Agent or such Person shall be designated a party thereto) that may at any time be imposed on,
incurred by or asserted against such Transaction Agent or such Person as a result of, or related to, any of the transactions contemplated by the Transaction
Documents or the execution, delivery or performance of the Transaction Documents or any other document furnished in connection therewith (but excluding
any such liabilities, obligations, losses, damages, penalties, judgments, settlements, costs, expenses or disbursements resulting solely from the gross
negligence or willful misconduct of such Transaction Agent or such Person as finally determined by a court of competent jurisdiction).
Section 8.9. Successor Transaction Agents. Each Transaction Agent may, upon at least** to the Borrower and each Lender, resign its position as a
Transaction Agent. Such resignation shall not become effective until a successor Transaction Agent acceptable to the Borrower is appointed by the Required
Lenders and has accepted such appointment. Upon such acceptance of its appointment as a Transaction Agent hereunder by a successor Transaction Agent,
such successor Transaction Agent shall succeed to and become vested with all the rights and duties of the retiring Transaction Agent, and the retiring
Transaction Agent shall be discharged from its duties and obligations under the Transaction Documents. After any retiring Transaction Agent's resignation
hereunder, the provisions of Article V and this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was a
Transaction Agent.
ARTICLE IX
MISCELLANEOUS
Section 9.1. Amendments. Except as otherwise provided for in the Syndication Agreement, neither this Agreement nor any other Transaction Document nor
any terms hereof or thereof may be changed, waived, discharged or terminated (excluding any Mortgage Supplement contemplated by the Mortgage) unless
such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Lenders, provided that no such change, waiver, discharge
or termination shall, without the consent of each Lender affected thereby, (i) extend the final scheduled maturity of the Loan or any Note, or reduce the rate or
extend the time of payment of interest or fees thereon, or reduce the principal amount thereof, (ii) increase the Commitment of any Lender, (iii) release any
Collateral (except as expressly provided in the Mortgage), (iv) amend, modify or waive any provision of Section 1.1(f) of this Agreement, this Section 9.1 or
Section 4.04 of the Mortgage, (v) reduce the percentage specified in the definition of Required Lenders, (vi) consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement or (vii) **under a Transaction Document in favor of such Lender; provided, further, that
no such change, waiver, discharge or termination shall without the consent of a Transaction Agent, amend, modify or waive any provision of Article
** Confidential Treatment Requested. - 33 -