US Airways 2008 Annual Report Download - page 269

(i) **
(ii) **to the Collateral Agent a duly authorized, valid, binding and enforceable agreement in form and substance reasonably satisfactory to the
Collateral Agent containing **by such Person of the **by the Borrower;
(iii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing;
(iv) all filings shall have been made as shall be necessary to preserve the perfection of (A) the Lien of the Mortgage on the Pledged Spare Parts on
a** (subject to Permitted Liens) and (B) the Lien of the Subordinated Parts Mortgage on Pledged Spare Parts on a second priority and perfected basis
(subject to Permitted Liens); and
(v) promptly after the consummation of such transaction, the Borrower shall deliver to the Collateral Agent a certificate of the Secretary or an
Assistant Secretary of Borrower certifying as to Borrower's compliance with the conditions of this Section 4.1(c) and an opinion of counsel (which may
be issued by Borrower's Legal Department) as to Borrower's compliance with Sections 4.1(c)(i), 4.l(c)(ii) and 4.1(c)(iv).
Upon any consolidation or merger, or any conveyance, transfer or lease of all or substantially all of the assets of the Borrower as an entirety in accordance
with this Section 4.1(c), the Person formed by suchconsolidation or into which the Borrower is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and power of, the Borrower under this Agreement and the other Transaction
Documents with the same effect as if such Person had been named as the Borrower herein. No such **as an entirety shall have the effect of **the
Borrower or any Person which shall theretofore have become such in the manner prescribed in this Section 4.1(c) from the Borrower's liability in respect of
any Transaction Document to which it is a party.
(d) Delivery of Post-Recording FAA Opinion. Promptly upon recordation of the Mortgage, the Subordinated Parts Mortgage, and each Supplemental
Mortgage covering the Pledged Spare Parts and Designated Locations pursuant to the Act, the Borrower will cause FAA Counsel to deliver to the
Collateral Agent and the Borrower a favorable opinion addressed to each of them as to such recordation and the lack of filing of any intervening
documents creating a Lien with respect to such Pledged Spare Parts.
(e) Software. The Borrower hereby agrees that (i) it shall **at all times prior to the Maturity Date of the Loan, (ii) upon written request by the
Collateral Agent at any time following the occurrence of an Event of Default, Borrower shall use the **and provide the resulting output regarding the
Pledged Spare Parts to the Collateral Agent or such other person as the Collateral Agent may instruct, or to the Independent Appraiser or such other party
as the Collateral Agent may instruct, **
(f) Compliance with Mortgage. The Borrower will comply with the terms and provisions of the Mortgage.
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