US Airways 2004 Annual Report Download - page 193

SCHEDULE means, unless specified otherwise, a schedule attached to this
Agreement, as the same may be supplemented and modified from time to time in
accordance with the terms of the Loan Documents.
SECURITIES ACT means the Securities Act of 1933, as the same may be
amended, modified or supplemented from time to time, and any successor statute
thereto, and any and all rules or regulations promulgated from time to time
thereunder.
SENIOR SECURED DISCOUNT NOTES means the senior secured discount notes
issued by Borrower to Lenders on the Closing Date, and any replacement notes
issued pursuant to this Agreement.
SINGLE PURPOSE ENTITY means a Person which: (a) was formed under the laws
of the State of Delaware solely for the purpose of acquiring and holding an
leasehold interest in the Mortgaged Property, (b) does not engage in any
business unrelated to the Mortgaged Property, (c) does not have any assets other
than those related to its interest in the Mortgaged Property, (d) does not have
any Debt other than, in the case of Borrower, Permitted Debt, (e) maintains
books, accounts, records, financial statements, stationery, invoices and checks
which are separate and apart from those of any other Person (except that such
Person's financial position, assets, results of operations and cash flows may be
included in the consolidated financial statements of an affiliate of such Person
in accordance with GAAP, provided that any such consolidated financial
statements shall contain a note indicating that such Person and its affiliates
are separate legal entities and maintain records, books of account separate and
apart from any other Person), (f) is subject to and complies with all of the
limitations on powers and separateness requirements set forth in the
organizational documentation of such Person as of the Closing Date, (g) holds
itself out as being a Person separate and apart from each other Person and not
as a division or part of another Person, (h) conducts its business in its own
name, (i) exercises reasonable efforts to correct any misunderstanding actually
known to it regarding its separate identity, maintains an arm's-length
relationship with its Affiliates, and does not permit any of its Affiliates or
constituent party independent access to its bank accounts, (j) pays its own
liabilities out of its own funds (including the salaries of its own employees)
and reasonably allocates any overhead that is shared with an affiliate,
including, but not limited to, paying for shared office space and services
performed by any officer or employee of an affiliate, (k) maintains a sufficient
number of employees in light of its contemplated business operations, (l)
conducts its business so that the assumptions made with respect to it which are
contained in the that certain non-consolidation opinion issued by Lewis and
Roca, LLP, of even date herewith, shall at all times be true and correct in all
material respects, (m) in the case of (i) a corporation, observes all applicable
corporate formalities in all material respects, (ii) a limited liability
company, observes all applicable limited liability company formalities in all
material respects, and (iii) a limited partnership, observes all applicable
limited partnership formalities in all material respects, (n) does not commingle
its assets with those of any other Person and holds such assets in its own name,
(o) does not assume, guarantee or become obligated for the debts of any other
Person, and does not hold out its credit as being available to satisfy the
obligations or securities of others, (p) does not acquire obligations or
securities of its shareholders, members or partners, (q) does not pledge its
assets for the benefit of any other Person and does not make any loans or
advances to any Person, (r) maintains adequate capital in light of its
contemplated business operations, and (s) has by-laws or an operating agreement,
which provides that, for so long as the Loan is outstanding, such Person shall
not take or consent to any of the following actions, except to the extent
expressly permitted in this Agreement and the other Loan Documents:
(i) the dissolution, liquidation, consolidation, merger or sale of all or
substantially all of its assets;
Senior Secured Term Loan
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