US Airways 2008 Annual Report Download - page 328

together with such powers as are reasonably incidental thereto; (vi) agrees that it will perform in accordance with their terms all of the obligations which by
the terms of the Loan Agreement are required to be performed by it as a Lender; (vii) makes the representations and warranties contained in Section 3.4 of the
Loan Agreement[; and (viii) attaches the forms described in Sections 5.3(c) and 9.8(c) of the Loan Agreement.]1
4. Following the execution of this Transfer Supplement by the Assignor and the Assignee, an executed original hereof (together with all attachments) will
be delivered to the Collateral Agent. This Transfer Supplement shall be effective, unless a later date is otherwise specified in Item 5 of Annex I hereto (the
"Settlement Date"), upon the date upon which each of the following conditions shall have been satisfied: (i) each of the Assignor and Assignee shall have
executed a copy hereof and delivered the same to the other party, (ii) the registration of the transfer on the Register as provided by Section 9.8(d) of the Loan
Agreement and (iii) receipt by the Assignee of such other documentation or fees specified on Item 9 of Annex I hereto.
5. Upon the delivery of a fully executed original hereof to the Collateral Agent, as of the Settlement Date of this Transfer Supplement, (i) the Assignee
shall be a party to the Loan Agreement and, to the extent provided in this Transfer Supplement, have the rights and obligations of a Lender thereunder and
under the other Transaction Documents and (ii) the Assignor shall, to the extent provided in this Transfer Supplement, relinquish its rights and be released
from its obligations under the Loan Agreement and the other Transaction Documents.
6. It is agreed that the Assignee shall be entitled to all interest on the Assigned Share of the Loans at the rates specified in Item 6 of Annex I which are paid
by the Borrower on and after the Settlement Date, such interest to be paid by the Administrative Agent directly to the Assignee. It is further agreed that all
payments of principal made on the Assigned Share of the Loans which occur on and after the Settlement Date will be paid directly by the Administrative
Agent to the Assignee. Upon the Settlement Date, the Assignee shall pay to the Assignor an amount specified by the Assignor in writing which represents the
Assigned Share of the principal amount of the Loans pursuant to the Loan Agreement which are outstanding on the Settlement Date, and which are being
assigned hereunder. The Assignor and the Assignee shall make all appropriate adjustments in payments under the Loan Agreement for periods prior to the
Settlement Date directly between themselves.
7. The Borrower is an intended third party beneficiary of, and may enforce, this Transfer Supplement.
8. THIS TRANSFER SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
1. Include if the Assignee is organized under the laws of a jurisdiction outside of the United States.
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