US Airways 2004 Annual Report Download - page 206

Adverse Event or (b) any development in any action, suit, proceeding,
governmental investigation, or arbitration at any time pending or affecting
Borrower or Guarantor any of their respective property which could reasonably be
expected to be a Material Adverse Event, Borrower or Guarantor, as the case may
be, will promptly give notice thereof to Administrative Agent and provide such
other information as may be reasonably available to enable Administrative Agent
and its counsel to evaluate such matter.
8.8 BROKER'S FEES. No broker's or finder's fee or commission will be
payable with respect to this Agreement, other then those fees disclosed to
Lender prior to the Closing Date.
8.9 SOLVENCY. As of the date of this Agreement, each of Borrower and
Guarantor is Solvent.
8.10 DISCLOSURE. No representation or warranty of Borrower or
Guarantor contained in this Agreement, the other Loan Documents, or any other
document, certificate, or written statement furnished to Administrative Agent or
any Lender contains any untrue statement of a material fact or omitted, omits,
or will omit to state a material fact necessary in order to make the statements
contained herein or therein not misleading in light of the circumstances in
which the same were made. There is no material fact known to Borrower or
Guarantor that is or could reasonably be expected to be a Material Adverse Event
and that has not been disclosed herein or in such other documents, certificates,
and statements furnished to Administrative Agent or any Lender for use in
connection with the transactions contemplated hereby.
8.11 COMPLIANCE WITH LAWS; AUTHORIZATIONS; CONSENTS. Except as set
forth on SCHEDULE 8.11, neither Borrower nor Guarantor is in violation of any
Law (including all Environmental Laws and Environmental Requirements) under (a)
any Governmental Authority in all jurisdictions in which Borrower or Guarantor,
as the case may be, is now doing business, and (b) any Governmental Authority
otherwise having jurisdiction over the conduct of Borrower or Guarantor or any
of their respective businesses, or the ownership of any of its properties, which
violation would subject Borrower or Guarantor, or any of their respective
officers to criminal liability or, in each case, could reasonably be expected to
result in a Material Adverse Event and, to Borrower's and Guarantor's knowledge,
no such violation has been alleged. Each of Borrower and Guarantor will comply
with the requirements of all applicable Laws (including all Environmental Laws
and Environmental Requirements) of (i) any Governmental Authority as now in
effect and which may be imposed in the future in all jurisdictions in which
Borrower or Guarantor is now doing business or may hereafter be doing business,
and (ii) any Governmental Authority otherwise having jurisdiction over the
conduct of Borrower or Guarantor or any of their respective businesses, or the
ownership of any of its properties, except to the extent that such noncompliance
could not reasonably be expected to be a Material Adverse Event. No
Authorization, approval or other action by, and no notice to or filing with, any
domestic or foreign Governmental Authority or regulatory body or consent of any
other Person is required for (x) the grant by each of Borrower and Guarantor of
the Liens granted hereby or for the execution, delivery, or performance of this
Agreement or the other Loan Documents by Borrower and Guarantor, respectively;
(y) the perfection of the Liens granted hereby and pursuant to any other Loan
Documents (except for filing UCC financing statements with the appropriate
jurisdiction, any filings with the U.S. Patent and Trademark Office or the U.S.
Copyright Office, and recording of Mortgages, if any); or (z) the exercise by
Administrative Agent or any Lender of its Rights and remedies hereunder (except
as may have been taken by or at the direction of Borrower, Guarantor or
Administrative Agent).
8.12 GOVERNMENTAL REGULATION. Neither Borrower nor Guarantor is
subject to regulation under the Public Utility Holding Borrower Act of 1935, the
Federal Power Act or the Investment Borrower Act of 1940, or to any other Law
limiting its ability to incur Debt.
8.13 ACCESS TO ACCOUNTANTS AND MANAGEMENT. Each of Borrower and
Guarantor authorizes Administrative Agent and Lenders to discuss the financial
condition and Financial Statements of
Senior Secured Term Loan
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