US Airways 2004 Annual Report Download - page 249

member, as applicable, of each such Credit Party, and that such
resolutions constitute all the resolutions adopted with respect to such
transactions, have not been amended, modified, or revoked in any respect,
and are in full force and effect as of the Closing Date.
8. Opinion of Counsel to the Credit Parties. The opinion of counsel to each
of the Credit Parties, addressed to Administrative Agent and Lenders, in
form and substance acceptable to Administrative Agent. (Corporate
Borrowing Opinion).
9. Non Consolidation Opinion of Counsel to the Credit Parties. The non
consolidation opinion of counsel to each of the Credit Parties, addressed
to Administrative Agent and Lenders, in form and substance acceptable to
Administrative Agent.
10. Opinion of New York Counsel. The opinion of New York counsel to the Credit
Parties addressed to Administrative Agent and Lenders, in form and
substance acceptable to Administrative Agent.
11. Opinion of Delaware Counsel. The opinion of Delaware counsel to the Credit
Parties addressed to Administrative Agent and Lenders, in form and
substance acceptable to Administrative Agent.
12. Security and Pledge Agreements. A Pledge Agreement executed by Borrower,
as debtor, and Guarantor, as pledgor, and delivered to Administrative
Agent, as secured party on behalf of Lenders, granting and creating Liens
in favor of Lenders in and to 100% of the issued and outstanding stock or
other equity or investment securities of Borrower, and all real and
personal property of Borrower, owned by such pledgor, together with (i)
one or more UCC financing statements, executed and delivered by Pledgor,
as debtor, in favor of Administrative Agent, as secured party on behalf of
Lenders, covering all such Collateral (as such term is defined in the
Pledge Agreement), and (ii) delivery to Administrative Agent of all Equity
Securities (as such term is defined in the Pledge Agreement), together
with executed blank stock powers for each Equity Security certificate
delivered, all in form acceptable to Administrative Agent.
13. Guaranty. Guaranty (as such term is defined in the Unconditional Guaranty
Agreement) executed by Guarantor in favor of Lender.
14. Deposit Account Control Agreements. An executed Deposit Account Control
Agreement in favor of Administrative Agent.
15. Leasehold Deed of Trust, Security Agreement and Financing Statement.
Leasehold Deed of Trust, Security Agreement and Financing Statement
executed by Borrower, as Grantor, for the benefit of Administrative Agent
on behalf of the Lenders, together with (i) one or more UCC financing
statements, executed and delivered by Grantor, as debtor, in favor of
Administrative Agent, as secured party on behalf of Lenders, covering all
Collateral (as such term is defined in the Leasehold Deed of Trust,
Security Agreement and Financing Statement).
16. Absolute Assignment of Leases and Rents. Absolute Assignment of Leases and
Rents executed by Borrower, as Assignor, for the benefit of Administrative
Agent on behalf of the Lenders.
17. Survey. Certified survey on the Mortgaged Property of Borrower.
18. Mortgagee Policy of Title Insurance. Mortgagee policy of title insurance
insuring each parcel of Mortgaged Property for the benefit of
Administrative Agent on behalf of the Lenders, in form and substance
reasonably satisfactory to Administrative Agent.