US Airways 2008 Annual Report Download - page 275

(c) No change shall have occurred after the date of this Agreement in any applicable law that makes it a violation of law for (a) the Borrower, the
Transaction Agents or any Lender to execute, deliver and perform the Transaction Documents or Additional Documents to which any of them is a party or
(b) any Lender to make its Percentage Share of the Loan with respect to the Pledged Spare Parts.
(d) On the Funding Date, no event shall have occurred and be continuing, or would result from the mortgage of the Pledged Spare Parts, which
constitutes an Event of Default or a Potential Default.
(e) The Borrower shall have received all necessary approvals from applicable Governmental Authorities with jurisdiction over the Borrower and shall
have received all consents of third parties, including, without limitation, any consent required under the Term Loan Agreement, for the consummation of
the transactions contemplated by this Agreement, and shall deliver copy of each such approval or consent, certified pursuant to an Officer's Certificate, to
the Collateral Agent, or, if no such approvals or consents are required, the Borrower shall deliver an Officer's Certificate certifying the same.
(f) The Borrower shall have **except, after giving effect to the Release and the UCC Release, Permitted Liens which are not Liens of Record, and with
respect to each Designated Location that is either leased by Borrower or owned by Borrower but subject to a mortgage or deed of trust in favor of a third
party, Borrower shall have obtained from the landlord, mortgagee or beneficiary under a deed of trust, as the case may be, a waiver of any and all right or
interest that such Person may otherwise have in the Pledged Spare Parts and such Person's consent, if applicable, to access by the Collateral Agent and/or
any Lender or any representative of any of them to the premises in connection with the exercise of any rights or remedies under or pursuant to the
Mortgage or the Subordinated Parts Mortgage (in each case, in form and substance satisfactory to the Lenders).
(g) The Collateral Agent shall be entitled to the benefits of **(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 the Borrower is a debtor.
(h) The Collateral Agent shall have received evidence reasonably satisfactory to it that (i) the Financing Statements and the UCC Release are in
appropriate form for filing with the Secretary of State of the State of Delaware and that the Collateral Agent is authorized to file the Financing Statements
and the UCC Release in such filing office immediately upon the funding of the loan and of the loan under the Related Loan Agreement, (ii) each of the
Mortgage and Release is in appropriate form for filing with the FAA and is pre-positioned in escrow with FAA Counsel for filing with the FAA in
accordance with the Act, immediately upon the funding the of the Loan and of the loan under the Related Loan Agreement, and (iii) FAA Counsel is
prepared to issue its legal opinion as soon as reasonably practicable following the filing of the Mortgage and Release.
** Confidential Treatment Requested. - 24 -