US Airways 2008 Annual Report Download - page 265

document (including any financing statement in respect thereof under Article 9 of the UCC) is necessary in order to establish and perfect the Collateral
Agent's interest in the Collateral created under the Mortgage as against the Borrower and any other Person, in each case in any applicable jurisdiction in the
United States.
(c) [Intentionally omitted.]
(d) **The Borrower has a reasonable belief, based on its review and analysis of the information available to it, that (i) as of the Funding Date, **the
**included within the **(by value, determined on the basis of **as of the Funding Date)**, and (ii) Collateral Agent is entitled to the benefits of **of the
**(by value, determined on the basis of Current Market Value as of the Funding Date) of the Pledged Spare Parts as provided in the Mortgage in the event of
a case under Chapter 11 of the Bankruptcy Code in which Borrower is a debtor.
(e) Condition. All Pledged Spare Parts are **of Borrower relating to such Pledged Spare Parts, and no appliances, parts, interests, appurtenances,
accessories or other equipment of whatever nature which are incorporated or installed in or attached to such Pledged Spare Parts are**.
(f) Location, Identification and Release of Pledged Spare Parts. All of the Pledged Spare Parts are or will (upon becoming subject to the Lien of the
Mortgage) be maintained by or on behalf of the Borrower at the Designated Locations, subject to Section 3.02 of the Mortgage.
(g) ** The Borrower confirms that (i) the only **currently used by the Borrower to track the location, use and maintenance status of its spare parts is the
**(as defined in the Mortgage), (ii) each of its license agreements with respect to the**, and (iii) Borrower has full title and rights of use, including the right to
grant a security interest, over **
(h) [Reserved]
(i) Spare Parts. It is the intention of the parties to this Agreement that all Pledged Spare Parts be "spare parts" as defined in Section 40102(a)(43) of Title
49 of the United States Code. The Borrower represents that it maintains the Pledged Spare Parts for the purpose of installing the spare parts on aircraft,
aircraft engines or appliances as defined in Sections 40102(a)(6), (7) and (11) of Title 49 of the United States Code.
(j) Certain Matters Concerning Affiliates. (i) The only Affiliates of the Borrower engaged in the business of operating aircraft, whether for scheduled
passenger service, charter service or freight service, are Piedmont Airlines, Inc. and PSA Airlines, Inc., (ii) none of the Borrower's Affiliates operate**, and
(iii) Schedule 5 to this Agreement identifies substantially all of the Rotables and Key Repairables included within the Pledged Spare Parts that are** with any
of the Rotables and Key Repairables that are owned by or maintained on behalf of any of the Borrower's Affiliates, including, but not limited to the entities
named in subclause (i), and such Rotables and Key Repairables comprise ** of the total Rotables and Key Repairables by part number included within the
Pledged Spare Parts.
** Confidential Treatment Requested. - 14 -