US Airways 2008 Annual Report Download - page 288

the Borrower, other than (a) to such Transaction Agent's or Lender's Affiliates and its officers, directors, employees, agents and advisors and, as contemplated
by Section 9.8, to actual or prospective assignees and participants, and then, in all such cases, only with an undertaking by the party to whom such information
is disclosed to keep such information confidential, (b) as required by any law, rule or regulation or judicial process, (c) as requested or required by any state,
federal or foreign authority or examiner regulating banks or banking, and (d) to the extent reasonably necessary in connection with any dispute related to, or
enforcement of, the Transaction Documents or Additional Documents.
Notwithstanding anything to the contrary set forth herein or in any other agreement to which the parties hereto are parties or by which they are bound, the
obligations of confidentiality contained herein and therein, as they relate to the transactions described in the Transaction Documents and the Additional
Documents (the "Transaction"), shall not apply to the U. S. federal tax structure or U. S. federal tax treatment of the Transaction, and each party hereto (and
any employee, representative, or agent of any party hereto) may disclose to any and all persons, without limitation of any kind, the U. S. federal tax structure
and U. S. federal tax treatment of the Transaction. The preceding sentence is intended to cause the Transaction to be treated as not having been offered under
conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011
of the Internal Revenue Code of 1986, as amended, and shall be construed in a manner consistent with such purpose. In addition, each party hereto
acknowledges that it has no proprietary or exclusive rights to the U. S. federal tax structure of the Transaction or any U. S. federal tax matter or U. S. federal
tax idea related to the Transaction.Section 9.10. Counterparts. This Agreement may be executed by different parties on any number of counterparts, each of
which shall constitute an original and all of which, taken together, shall constitute one and the same agreement.
Section 9.11. Governing Law; Submission to Jurisdiction; Venue.
(a) This Agreement and the rights and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the
laws of the State of New York. Any legal action or proceeding with respect to this Agreement may be brought in the courts of the State of New York or the
United States for the Southern District of New York located in the Borough of Manhattan, and, by execution and delivery of this Agreement or a Transfer
Supplement, each party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts. Each party hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction over such party, and agrees not to plead
or claim, in any legal action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over
such party. Each party hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding
by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address specified pursuant to Section 9.2, such service to become
effective **after such mailing. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against any other party hereto in any other jurisdiction.
** Confidential Treatment Requested. - 37 -