US Airways 2008 Annual Report Download - page 261

thereof in accordance with applicable law, the rate of interest payable in respect of such Note or the relevant portion thereof hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in
respect of such Note or the relevant portion thereof but were not payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at **to the date of repayment, shall have been received by such Lender.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1. Representations and Warranties. The Borrower represents and warrants to the Transaction Agents and each Lender as of the date of this
Agreement and as of the Funding Date that:
(a) Organization; Powers. The Borrower is duly incorporated, validly existing and in good standing under the laws of Delaware, has all requisite corporate
power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, would not have a
Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
(b) Authorization; Enforceability. The execution and delivery of the Transaction Documents by the Borrower and the performance by the Borrower of its
obligations thereunder (i) are within the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action of Borrower, (iii) do not
require any stockholder approval except such as have been duly obtained, and (iv) do not require any approval or consent of any trustee or holder of
indebtedness or obligations of the Borrower (except for any approval or consent (A) as have been duly obtained or (B) under any indenture, mortgage, chattel
mortgage, deed of trust, conditional sales contract, lease, loan or other material agreement, instrument or document to which the Borrower is a party or by
which the Borrower or any of its properties is bound that the failure to obtain would not have a Material Adverse Effect). This Agreement has been duly
executed and delivered by the Borrower and the other Transaction Documents will be duly executed and delivered by the Borrower when required by this
Agreement. This Agreement constitutes, and each of the other Transaction Documents when executed and delivered by the Borrower will constitute, a legal,
valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.
(c) No Violation. The execution and delivery by the Borrower of the Transaction Documents and the performance by the Borrower of its obligations
thereunder do not and will not (i) violate any provision of the Certificate of Incorporation or By-Laws of the Borrower, (ii) violate any law applicable to or
binding on the Borrower or (iii) after giving effect to the Release and the Term Loan Agreement Amendment, violate or constitute any default under
** Confidential Treatment Requested. - 10 -