US Airways 2008 Annual Report Download - page 274

(i) a Note (duly executed by the Borrower and authenticated by the Collateral Agent) shall have been issued to each Lender in an original principal
amount equal to such Lender's Percentage Share of the Loan;
(ii) an executed counterpart of the Mortgage;
(iii) the broker's report and insurance certificate required by Appendix B of the Mortgage and the Subordinated Parts Mortgage with respect to the
Pledged Spare Parts;
(iv) an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special New York counsel to the Borrower, substantially in the form of Exhibit D to
this Agreement;
(v) an opinion of the Borrower's Legal Department, substantially in the form of Exhibit E to this Agreement;
(vi) (1) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying (i) the resolutions of the Borrower's board of directors or
executive committee of such board approving the transactions contemplated by this Agreement, (ii) the name and signature of each officer who
executes a Transaction Document or Additional Document on the Borrower's behalf (on which certificate the Transaction Agents and each Lender may
conclusively rely until a revised certificate is received), (iii) the Borrower's certificate of incorporation and (iv) a copy of the Borrower's By-Laws and
(2) a good standing certificate of the Borrower from the Secretary of State of the State of Delaware dated as of a date reasonably close to the Funding
Date;
(vii) an Officer's Certificate of the Borrower, dated as of the Funding Date, stating that its representations and warranties set forth in Sections 3.1 and
3.2 of this Agreement are true and correct as of the Funding Date (or, to the extent that any such representation and warranty expressly relates to an
earlier date, true and correct as of such earlier date); and
(viii) the Financing Statements.
(b) On the Funding Date, after giving effect to the filing of the FAA Filed Documents, the UCC Release and the Financing Statements with respect to
the Pledged Spare Parts, the Collateral Agent under the Mortgage shall have received a duly perfected first priority security interest in all of the Borrower's
right, title and interest in the Pledged Spare Parts, subject only, after giving effect to the Release and the UCC Release, to Permitted Liens that are not
Liens of Record. Prior to the Funding Date, the Collateral Agent shall have received satisfactory lien searches evidencing that the Pledged Spare Parts are
free from Liens of Record other than the Liens that are to be released pursuant to the Release.
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