US Airways 2008 Annual Report Download - page 276

(i) No action or proceeding shall have been instituted, nor shall any action be threatened in writing, before any Governmental Authority, nor shall any
order, judgment or decree have been issued or proposed to be issued by any Governmental Authority, to set aside, restrain, enjoin or prevent the
completion and consummation of this Agreement or any other Transaction Document, Additional Document or the transactions contemplated hereby or
thereby.
(j) The representations and warranties in Sections 3.1 and 3.2 shall be true and correct in all material respects on and as of such date (except to the
extent such representations and warranties relate solely to an earlier date but then as of such earlier date).
(k) The Borrower shall have paid (or shall have given instructions for the initiation of wire transfers to pay) all amounts referred to in the first sentence
of Section 9.3 for which it shall have received reasonably detailed invoices at **before the Funding Date.
(l) No payment default (without giving effect to any grace period) by Borrower shall have occurred and be continuing under any of the Other GE
Agreements.
(m) No payment default by the Borrower currently exists with respect to any financing facility of ** or more and the Collateral Agent and the Lenders
shall have received a certification from the Borrower to such effect.
(n) All conditions to the funding of the loan contemplated by the Related Loan Agreement have been satisfied, and such loan is being funded
contemporaneously with the Loan.
(o) The Lenders shall have received an Appraisal (using the Physical Appraisal Methodology) with respect to the Pledged Spare Parts from the
Independent Appraiser, satisfactory in the sole discretion of the Lenders, confirming the aggregate Current Market Value of the Pledged Spare Parts, which
Appraisal shall include an express breakdown of the Current Market Value of the Rotables, Key Repairables and Expendable Parts included therein, as
well as a breakdown of the Current Market Value of the Rotables, Key Repairables and Expendable Parts that constitute Excluded Pledged Parts (it being
expressly acknowledged that the Appraisal, delivered to the Original Lender on **satisfies the foregoing condition).
(p) The Lenders shall have received an Officer's Certificate of the Borrower certifying that no material adverse change has occurred in the condition,
value or status of the Pledged Spare Parts, taken as a whole, from the situation reflected in the Appraisal delivered to the Original Lender pursuant to
Section 6.2(o) above.
(q) Lenders shall be satisfied in respect of the Borrower's system of inventory control.
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