US Airways 2008 Annual Report Download - page 254

(e) ** In the event that the Borrower makes the prepayment contemplated by this Section 1.1(e), then the schedule for the payment of the remaining
outstanding principal balance of the Loan shall be as set forth in Part 2 of Schedule 2.
In order to raise the funds for such prepayment, the Borrower shall have the right (but not the obligation) to sell or finance to a third party**; provided, that
the foregoing shall not prohibit Borrower from using such **following the sale thereof. For the avoidance of doubt, however, in connection with any Special
Prepayment, (i) any and all sold Spare Parts may remain at Designated Locations so long as such Spare Parts are, promptly following the closing of the sale,
segregated from the Pledged Spare Parts in the manner contemplated by the Mortgage with respect to Excluded Parts, and Borrower otherwise complies with
its obligations under the Mortgage with respect to the remaining Collateral, and (ii) Borrower may not refinance the Loan in any transaction in which a lien on
any portion of the Pledged Spare Parts (excluding the **released from the Collateral as a result of the Special Prepaymant) or other Collateral is granted to a
party other than Collateral Agent, regardless of whether such other lien is senior or junior to the liens in favor of Collateral Agent. Upon receipt by the
Administrative Agent of the full principal amount to be prepaid as contemplated by this Section 1.1(e), together with accrued interest**, and without regard to
the source of such funds used to make the Special Prepayment, then all of the Pledged Spare Parts that are **shall be released from the Lien of the Mortgage
and the Subordinated Parts Mortgage so long as the remaining Pledged Spare Parts, after giving effect to such release (and any cure pursuant to Section 3.03
of the Mortgage), will satisfy each of the Collateral Value Tests, in each case as measured as of the date when the **are to be released, but based on the
Current Market Value of such Pledged Spare Parts as of the most recent Valuation Date.
(f) Pro Rata Treatment. Except to the extent otherwise provided herein (including, but not limited to, as otherwise specified in Section 1.1(c)(ii) above):
(a) the borrowing of the Loan from the Lenders under Section 1.2 shall be made from the Lenders pro rata according to the amounts of their respective
Commitments; (b) each payment or prepayment of principal of the Loan shall be made for account of the Lenders pro rata in accordance with the respective
unpaid principal amounts of the Loan held by them (as evidenced by the Notes held by them); and (c) each payment of interest on the Loan shall be made for
account of the Lenders pro rata in accordance with the amounts of interest on the Loan then due and payable to the Lenders, but must in all respects comply
with the terms of the Mortgage.
Section 1.2. Making the Loan.
(a) The Loan shall be requested by the delivery of a Notice of Borrowing by the Borrower to the Administrative Agent not later than 4:00 p.m. (New
York City time) on the second Business Day prior to the Funding Date specified in such notice. The Administrative Agent shall give to each Lender prompt
notice thereof. The Notice of Borrowing shall be irrevocable and binding on the Borrower. The Notice of Borrowing shall be in writing specifying therein
(i) the aggregate amount of the Loan to be funded, and (ii) the proposed Funding Date. Each Lender shall, before 10:00 a.m. (New York City time) on the
scheduled
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