US Airways 2004 Annual Report Download - page 208

and is continuing at the time of such amendment unless such Default has been
cured by the amendment of such Schedule and has been expressly waived by
Required Lenders.
8.18 SINGLE PURPOSE ENTITY Borrower is a Single Purpose Entity. Each
of the assumptions contained in that certain non-consolidation opinion of even
date herewith, issued by Lewis and Roca, LLP delivered on the Closing Date,
including those assumptions relating to the past behavior of Borrower is true
and correct in all material respects. Without limiting the generality of the
foregoing, Borrower has maintained and accounted for its individual assets in
such a manner that it would be neither costly nor difficult to segregate,
ascertain or distinguish such individual assets from those of any other Person.
8.19 LICENSES, PERMITS, ETC. Borrower has the legal right to use such
operating and property rights, licenses, permits, consents, authorizations,
exemptions and orders of tribunals or otherwise as are necessary or appropriate
to carry on its business as now being or currently proposed to be conducted and
is in compliance with the requirements of the same, except where the failure to
have such right would not result in a Material Adverse Event.
8.20 DEPOSIT ACCOUNTS. SCHEDULE 8.20 accurately lists all Deposit
Accounts in which Borrower has any rights, titles, or interest (but such failure
of such description to be accurate or complete shall not impair the security
interest in such Collateral). With respect to the Deposit Accounts Borrower
maintains each Deposit Account with the bank listed on SCHEDULE 8.20 hereto and
has the legal right to pledge and assign to Administrative Agent the funds
deposited and to be deposited in each such Deposit Account.
8.21 ADDITIONAL ENVIRONMENTAL REPRESENTATIONS.
(a) NOTICES. Except for such instances as would not
result in a Material Adverse Event, neither Borrower nor Guarantor has
received or has been required to give any notice, letter, citation, order,
warning, complaint, inquiry, demand or other communication or otherwise
learned of any Environmental Claim that would individually or in the
aggregate reasonably be expected result in a Material Adverse Event or
cause Environmental Damages that would result in a Material Adverse Event.
In the event of such notice or communication, Borrower and/or Guarantor,
as applicable, shall immediately provide a copy to the Administrative
Agent.
(b) COMPLIANCE AND RELEASES. Except as in compliance with
Environmental Law and Environmental Requirements and any non-compliance
that would not result in a Material Adverse Event, the Mortgaged Property
has not been used at any time to generate, manufacture, refine, transport,
treat, store, handle, dispose of, transfer, produce, process or in any
manner deal with Hazardous Substances, and no Hazardous Substances are now
located on the Mortgaged Property or have been Released nor has there been
a threatened Release to, from, under, at or onto the Mortgaged Property or
other Collateral, nor has any Hazardous Substance been deposited,
discharged, placed or disposed of at, on, under, onto, or near any of such
properties.
(c) ENVIRONMENTAL REPORTS. No environmental investigation or
other similar analysis of environmental matters has been conducted in
relation to the Mortgaged Property or other Collateral that has not been
delivered or otherwise made available to Administrative Agent, other than
prior environmental reports relating to the Mortgaged Property; all such
reports have been delivered.
(d) UNDERGROUND STORAGE TANKS. There are no, and except as
disclosed by Borrower or Guarantor, have been, no aboveground or
underground storage tanks at the Mortgaged Property.
Senior Secured Term Loan
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