US Airways 2008 Annual Report Download - page 262

(other than any violation or default that would not have a Material Adverse Effect), or result in the creation of any Lien (other than as permitted under the
Mortgage) upon any Pledged Spare Part 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 party or by which the Borrower or any of its properties is bound.
(d) Governmental Approvals. 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 require the consent or approval of, or the giving of notice to, or the registration with, or the recording or filing of
any documents with, or the taking of any other action in respect of, any Governmental Authority, other than (i) the filings, recordings, notices and other
ministerial actions pursuant to any routine recording, and contractual or regulatory requirements applicable to it, each of which has been effected or obtained,
(ii) the filing of UCC financing statements and the FAA Filed Documents and (iii) the filings described in Section 3.2(b).
(e) Litigation. Except as set forth in the Borrower's Annual Report on Form 10-K for 2007 (as amended through the Funding Date), or in any Quarterly
Report on Form 10-Q or Current Report on Form 8-K filed by the Borrower with the SEC subsequent to such Form 10-K (in each case as amended through
the Funding Date), no action, claim or proceeding is now pending or, to the Actual Knowledge of the Borrower, threatened against the Borrower before any
court, governmental body, arbitration board, tribunal or administrative agency, which is reasonably likely to be determined adversely to the Borrower and if
determined adversely to the Borrower would have a Material Adverse Effect.
(f) Financial Condition. The audited consolidated balance sheet of the Borrower with respect to its most recent fiscal year included in its Annual Report on
Form 10-K for 2007 (as amended through the Funding Date) filed by the Borrower with the SEC, and the related consolidated statements of operations and
cash flows for the year then ended have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the
Borrower and its consolidated subsidiaries as of such date and the results of its operations and cash flows for such period, and since the date of such balance
sheet there has been no Material Adverse Change in such financial condition or operations of the Borrower, except for matters disclosed in (a) the financial
statements referred to above or (b) any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by the Borrower with the SEC (in
each case as amended through the Funding Date). The consolidated balance sheet of the Borrower as of June 30, 2008 included in its Quarterly Report on
Form 10-Q for the period ended June 30, 2008, and the related consolidated statement of operations and cash flows for the three months then ended have been
prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) and fairly present in all material respects the
financial condition of the Borrower and its consolidated subsidiaries as of such date and the results of its operations and cash flows for such period.
(g) No Default. No Event of Default or Potential Default has occurred and is continuing.
** Confidential Treatment Requested. - 11 -