US Airways 2008 Annual Report Download - page 268

reasonably be expected to have a Material Adverse Effect, notice of such ERISA Event.
(b) Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to:
(i) do or cause to be done all things necessary to preserve and maintain its legal existence; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 4.1(c); provided further that this Section 4.1(b)(i) shall apply to the Subsidiaries of
Borrower, if any, only to the extent that the dissolution, termination or other loss of legal existence of such Subsidiaries would reasonably be expected
to (either individually or in the aggregate) cause a material impairment of the ability of the Borrower to perform, or the Transaction Agents or the
Lenders to enforce, the obligations of the Borrower under the Transaction Documents.
(ii) comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities if failure to comply
with such requirements would reasonably be expected to (either individually or in the aggregate) cause a material impairment of the ability of the
Borrower to perform, or the Transaction Agents or the Lenders to enforce, the obligations of the Borrower under the Transaction Documents;
(iii) pay and discharge all Taxes imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto,
except for any such Tax the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being
maintained, and the nonpayment of which (either individually or in the aggregate) could not reasonably be expected to cause a material impairment of
the ability of the Borrower to perform, or the Transaction Agents or the Lenders to enforce, the obligations of the Borrower under the Transaction
Documents; and
(iv) permit representatives of the Transaction Agents, during normal business hours and on reasonable notice, to discuss its business and affairs with
its officers, all to the extent reasonably requested by the Transaction Agents; provided, however, that this Section 4.1(b)(iv) shall apply to Subsidiaries
of Borrower, if any, only to the extent that an adverse circumstance with respect to the business and affairs of such Subsidiaries would reasonably be
expected to cause a material impairment of the ability of the Borrower to perform or the Transaction Agents or the Lenders to enforce, the obligations
of the Borrower under the Transaction Documents.
(c) Mergers and Consolidations. The Borrower will not consolidate with or merge into any other Person or convey, transfer or lease all or substantially
all of its assets as an entirety to any Person unless:
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