US Airways 2004 Annual Report Download - page 204

(which request must be accompanied by true and correct copies of (i) all
documents of transfer or disposition, including any contract of sale, and
(ii) all requested release instruments), Administrative Agent shall (and
is hereby irrevocably authorized by Lenders to) execute such documents as
may be necessary to evidence the release of Liens granted to
Administrative Agent for the benefit of Lenders pursuant hereto in such
Collateral.
(b) General Provisions. The actions of Administrative
Agent under this SECTION 6.3 are subject to the following: (i) no such
release of Liens shall be granted if any Default or Potential Default has
occurred and is continuing, including, without limitation, the failure to
make certain mandatory prepayments in accordance with SECTIONS 3.2(b) and
3.3(b) in conjunction with the sale or transfer of such Collateral; (ii)
Administrative Agent shall not be required to execute any such document on
terms which, in Administrative Agent's opinion, would expose
Administrative Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or
warranty; and (iii) such release shall not in any manner discharge,
affect, or impair the Obligation or Liens upon all interests retained by
Borrower or Guarantor.
SECTION 7 CONDITIONS PRECEDENT TO CLOSING.
7.1 CONDITIONS PRECEDENT TO CLOSING. This Agreement shall not become
effective, and Lenders shall not be obligated to advance any Loan Proceeds,
unless all conditions precedent listed on SCHEDULE 7.1 have been completed to
the satisfaction of each Lender. Each condition precedent in this Agreement is
material to the transactions contemplated in this Agreement, and time is of the
essence in respect of each thereof.
SECTION 8 REPRESENTATIONS, WARRANTIES, AND CERTAIN COVENANTS.
To induce Administrative Agent and each Lender to enter into the Loan
Documents and to advance the Loan Proceeds, the Borrower and/or Guarantor, as
applicable, represents, warrants, and covenants to Administrative Agent and
Lenders that the following statements are and will be true, correct, and
complete and, unless specifically limited, shall remain so until indefeasible
payment in full, in cash, of the Obligation:
8.1 ORGANIZATION, POWERS, CAPITALIZATION.
(a) Organization and Powers. Each of Borrower and
Guarantor is an entity duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization and qualified
to do business in each jurisdiction where such qualification is required
except where failure to be so qualified could not reasonably be expected
to be a Material Adverse Event. Each of Borrower and Guarantor has all
requisite power and authority to own and operate its respective
properties, to carry on its business as now conducted, and proposed to be
conducted and to enter into each Loan Document to which it is a party.
(b) Capitalization. The authorized and the issued equity
interests in Borrower are as set forth on SCHEDULE 8.1, including all
preemptive or other outstanding rights, options, warrants, conversion
rights, or similar agreements or understandings for the purchase or
acquisition from Borrower of any equity interests or other securities. All
issued and outstanding equity interests of Borrower are duly authorized
and validly issued, fully paid, nonassessable, free and clear of all Liens
other than (1) Liens securing the Obligation and such equity interest were
issued in compliance with all applicable state and federal laws. Guarantor
will promptly notify Lenders of any change in Borrower's ownership or
structure.
Senior Secured Term Loan
22