US Airways 2008 Annual Report Download - page 365

ARTICLE III
LENDER CONSENT
Each Lender executing a Lender Consent Letter and providing it to the Administrative Agent hereby consents to and authorizes (a) this Amendment and
the amendments to the Loan Agreement contained herein, including the terms, conditions, and forms of the exhibits hereto, (b) the amendments to the
Security Agreement and Aircraft Mortgage contained herein, including the terms, conditions and forms of the exhibits and schedules thereto, (c) the
Administrative Agent to release any Liens on assets not constituting Collateral or any assets sold, transferred, disposed of, pledged or financed in any
Specified Transaction, including after giving effect to this Amendment, and to execute and file such documents, instruments and agreements (including
releases under the Aircraft Mortgage) necessary or desirable to effectuate such release and (d) the Administrative Agent to execute and perform an
intercreditor agreement on terms not inconsistent with those set forth in Exhibit B hereto.
ARTICLE IV
REPRESENTATION AND WARRANTIES
Section 4.1 Representations and Warranties. The Borrower represents and warrants to each of the parties to the Loan Agreement that (a) the execution
and delivery by the Borrower of this Amendment have been duly authorized by the Borrower and, when executed and delivered, this Amendment will
constitute the valid, legally binding and (subject to general equitable principles, insolvency, liquidation, reorganization and other laws of general application
relating to creditors' rights or claims or the concepts of materiality, reasonableness, good faith and fair dealing) enforceable obligation of the Borrower, (b) no
Default or Event of Default has occurred and is continuing on the date hereof and (c) all written information that has been or will hereafter be made available
to the Administrative Agent, any Lender or any potential Lender by or on behalf of the Borrower, its subsidiaries, any of its affiliates or any of their respective
representatives in connection with this Amendment in respect of the Borrower, its subsidiaries and its affiliates is and will be, when taken as a whole and in
light of the circumstances under which such information was provided, complete and correct in all material respects at the time provided and does not and will
not, when taken as a whole and in light of the circumstances under which such information was provided, at the time provided, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under
which such statements were or are made; provided that with respect to projected financial information contained in any such document or furnished to any
party hereto by or on behalf of the Borrower, the Borrower represents only that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time, it being recognized that such projections as to future events are not to be viewed as facts and that actual results during the period
or periods covered thereby may differ from the projected results.