US Airways 2004 Annual Report Download - page 207

Borrower and Guarantor with AWA's Accountants upon reasonable notice to the
Borrower (and if no Default has occurred and is continuing, in the Borrower's
presence, either in person, or if Administrative Agent or Lenders elect, by
telephone), authorizes the AWA's Accountants to respond to all of Administrative
Agent's and Lenders' inquiries. Administrative Agent and each Lender may confer
with Borrower's management directly regarding Borrower's business, operations,
and financial condition.
8.14 INSPECTION. Subject to SECTION 13.16 AND PURSUANT TO SECTION9.14,
each of Borrower and Guarantor shall permit Administrative Agent, any Lender,
and any authorized Representatives designated by Administrative Agent or any
Lender to visit and inspect any of the properties of Borrower or Guarantor,
including its financial and accounting records and insurance coverage, and, in
conjunction with such inspection, to make copies and take extracts therefrom,
and to discuss their affairs, finances, business and insurance coverage with its
officers and the AWA's Accountants, at such reasonable times during normal
business hours and as often as may be reasonably requested but no more than six
times per year; provided, however, that upon the occurrence and during the
continuance of a Default, the number of visits and inspections per year shall
not be limited. Such inspections may include, upon reasonable prior notice,
inspection and investigation of the Mortgaged Property and other Collateral and
each of their compliance with Environmental Laws and Environmental Requirements,
and may include subsurface environmental site investigations, provided such are
conducted in material accordance with the requirements of the applicable
Governmental Authority, as set forth in Section 9.14, provided that neither any
Lender nor Administrative Agent shall be obligated or required to make such
inspections or investigations. Lender and/or Administrative Agent shall repair
any material damage caused by any such inspection. Each Lender may accompany
Administrative Agent on any such visit or inspection. All actual out-of-pocket
expenses of Administrative Agent in connection with such visits and inspections
shall be paid by Borrower or Guarantor.
8.15 BORROWER'S RECEIPT OF PAYMENTS. If Borrower, or any of its
Affiliates, employees, agents, or any other Persons acting for or in concert
with Borrower, shall receive any monies, checks, notes, drafts, or any other
payments relating to and/or proceeds of any Collateral, Borrower or such Person
shall hold such instrument or funds in trust for Administrative Agent, and,
immediately upon receipt thereof, shall remit the same or cause the same to be
remitted, in kind, to Administrative Agent.
8.16 REPORTS. Each of Borrower and Guarantor has timely filed or
caused to be timely filed all cost reports and other reports of every kind
whatsoever required by Law or by written or oral contracts or otherwise to have
been filed or made with respect to the Facilities, except for such reports of
which the failure to file individually or in the aggregate, could not reasonably
be expected to be a Material Adverse Event. There are no claims, actions, or
appeals pending (and neither Borrower nor Guarantor has filed any claims or
reports which should result in any such claims, actions, or appeals) before any
commission, board, or agency, or any disallowance by any commission, board, or
agency in connection with any audit of such cost reports, which, individually or
in the aggregate, could reasonably be expected to be a Material Adverse Event.
As of the Closing Date, and thereafter, no validation review or program
integrity review related to Borrower or Guarantor, or the consummation of the
transactions contemplated herein, or related to the Facilities or the
Collateral, and to the knowledge of each of Borrower and Guarantor, no such
reviews are scheduled, pending, or threatened against or affecting any of the
providers, or any of the Facilities or the Collateral, or the consummation of
the transactions contemplated hereby, except those reviews that could not
reasonably be expected to result in a Material Adverse Event.
8.17 SUPPLEMENTAL SCHEDULES. Borrower may amend any one of more of the
Schedules referred in this SECTION 8 by notice to Administrative Agent. Any
representation, warranty, or covenant contained herein which refers to any such
Schedule shall from and after the date of any such amendment refer to such
Schedule as so amended; provided, however, that in no event shall the amendment
of any such Schedule constitute a waiver by Administrative Agent or Lenders of
any Default that has occurred
Senior Secured Term Loan
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