US Airways 2004 Annual Report Download - page 205

8.2 AUTHORIZATION OF BORROWING, NO CONFLICT. Each of Borrower and
Guarantor has the power and authority to incur the Obligation and to grant
security interests in and liens on the Collateral. On the Closing Date, the
execution, delivery, and performance of the Loan Documents by Borrower and
Guarantor will have been duly authorized by all necessary corporate and
shareholder action. The execution, delivery, and performance by Borrower and
Guarantor of each Loan Document to which it is a party and the consummation of
the transactions contemplated thereby do not contravene any applicable Law, the
corporate charter or bylaws, or other organizational documents of Borrower or
Guarantor any material agreement or order by which Borrower, Guarantor or their
respective property, is bound. This Agreement and the other Loan Documents are
the legal, valid, and binding obligations of each of the Borrower and Guarantor,
enforceable against Borrower and Guarantor in accordance with their respective
terms.
8.3 FINANCIAL CONDITION. All Financial Statements concerning the
Borrower or Guarantor, respectively, (a) furnished on or before the Closing Date
to Administrative Agent or any Lender by the Borrower or Guarantor, as the case
may be, in connection with this Agreement and (b) furnished subsequent to the
Closing Date to Administrative Agent or any Lender pursuant to this Agreement
have been prepared in accordance with GAAP consistently applied throughout the
periods involved (except as disclosed therein) and present fairly the financial
condition of Persons covered thereby as at the dates thereof and the results of
their operations for the periods then ended.
8.4 NO ADVERSE MATERIAL CHANGE. Since September 30, 2004, there has
been no change in the business, assets, operations, or condition (financial or
otherwise) of Guarantor or the Collateral, or in the facts and information
regarding such entities or collateral as represented, which change may
reasonably be expected to result in a Material Adverse Event.
8.5 DEBT AND LIABILITIES. As of the Closing Date, except as set forth
on SCHEDULE 8.5 and the Obligations, Borrower has no (a) Debt or other
obligations for borrowed money; or (b) Liabilities. Each of Borrower and
Guarantor promptly shall deliver copies of all notices given or received by
Borrower or Guarantor with respect to noncompliance with any term or condition
of any Debt which noncompliance may result in a Material Adverse Event and shall
promptly notify Administrative Agent of any default or event of default with
respect to any Debt.
8.6 TITLE TO PROPERTIES; LIENS. Each of Borrower and Guarantor has
good, sufficient, and legal title to all of the Collateral (and any other
material properties and assets, if any) and will have good, sufficient, and
legal title of all after-acquired Collateral (and any other after-acquired
material properties and assets, if any), in each case, free and clear of all
Liens except for Permitted Liens. Administrative Agent for the benefit of
Lenders has a valid, perfected, and first priority Lien and/or security interest
in the Collateral (subject only to Permitted Liens), securing the payment of the
Obligation, and such Liens are entitled to all of the Rights, priorities, and
benefits afforded by the UCC or other applicable Law as enacted in any relevant
jurisdiction which relates to perfected Liens.
8.7 LITIGATION; ADVERSE FACTS. There are no judgments outstanding
against either Borrower or Guarantor affecting their respective property nor are
there any actions, suits, proceedings, governmental investigations, or
arbitrations now pending or, to the best knowledge of Borrower or Guarantor
after due inquiry, threatened against or affecting Borrower or Guarantor or any
of their respective property which, if adversely determined, could reasonably be
expected to result in a Material Adverse Event. Promptly upon Borrower or
Guarantor obtaining knowledge of (a) the institution of any action, suit,
proceeding, governmental investigation, or arbitration against or affecting
Borrower or Guarantor or any of their respective property, not previously
disclosed by Borrower or Guarantor to Administrative Agent, which if adversely
determined could reasonably be expected to be a Material
Senior Secured Term Loan
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