Common use of Cash Collateral Accounts; Withdrawals; Investments Clause in Contracts

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a Cash Collateral Account pursuant to subclause (i)(B) of clause "third" of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G Cash Collateral Account or the Class C Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event If the Subordination Agent shall draw all available amounts under the Class G A-1 Liquidity Facility, the Class A-2 Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c3.06(c), 3.6(d3.06(d) or 3.6(i) hereof3.06(i), or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" of Section 2.4(b2.04(b), subclause (i)(BA) or (B) of clause "third" of Section 3.2 3.02 or subclause (I)(BA) or (B) of clause "fourth" of Section 3.33.03, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A-1 Cash Collateral Account, the Class A-2 Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event Event, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, or in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, a fraction an amount of such Investment Earnings on amounts of deposits in each Cash Collateral Account equal to the Section 2.4(b) Fractionproduct of such Investment Earnings multiplied by a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.42.04(b), 3.23.02, 3.3 3.03 or 3.4 3.04(b) (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider American and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A-1 Liquidity Facility, the Class A-2 Liquidity Facility, the Class B Liquidity Facility, the Class C-1 Liquidity Facility or the Class C C-2 Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BB) of clause "third" of Section 2.4(b), subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(BB) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A-1 Cash Collateral Account, the Class A-2 Cash Collateral Account, the Class B Cash Collateral Account, the Class C-1 Cash Collateral Account or the Class C C-2 Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date with respect to a distribution pursuant to Section 2.4(b) hereof occurring prior to the occurrence of a Triggering Event Event, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, in the case of any Special Distribution Date with respect to a distribution pursuant to Section 2.4(b) hereof occurring prior to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date with respect to a distribution pursuant to Section 2.4(b) hereof occurring prior to the occurrence of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Continental and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BB) of clause "third" of Section 2.4(b), subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(BB) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) each Liquidity Facility shall be deposited in the Collection Account (or, in the case of any Special Distribution on each Interest Payment Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) under such Liquidity Facility and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Continental and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts Available Amounts under the Class G AA Liquidity Facility, the Class A Liquidity Facility or the Class C B Liquidity Facility pursuant to Section 3.6(c3.05(c), 3.6(d3.05(d), 3.05(i) or 3.6(i) hereof3.05(k), or in the event amounts are to be deposited in a the Class AA Cash Collateral Account, the Class A Cash Collateral Account or the Class B Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" “fourth” of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.33.02, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G AA Collateral Account, the Class A Cash Collateral Account or the Class C B Cash Collateral Account, respectivelyas applicable. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering Event Special Payment, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account with respect to any Liquidity Facility (or, or in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture, a fraction of such Investment Earnings equal to the Section 2.4(b) 2.04 Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 3.02 or 3.4 3.03 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider American and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account accounts as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event If the Subordination Agent shall draw all available amounts under the Class G A-1 Liquidity Facility, the Class A-2 Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof), or in the event that amounts are to be deposited in a any Cash Collateral Account related to the Liquidity Facilities pursuant to subclause (i)(BB) of clause "third" third of Section 2.4(b), subclause (i)(B) of clause "third" of Section or 3.2 or subclause (I)(BB) of clause "fourth" fourth of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A-1 Cash Collateral Account Account, Class A-2 Cash Collateral Account, the Class B Cash Collateral Account, or the Class C Cash Collateral Account, respectively. All amounts on deposit Amounts so deposited in each the Cash Collateral Account Accounts shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Cash Collateral Account (or, in with respect to any Liquidity Facility shall be paid after a Non-Extension Drawing or Downgrade Drawing by the case of any Special Subordination Agent to the relevant Liquidity Provider on each Distribution Date occurring prior and, to the occurrence of a Triggering Eventextent not so paid, a fraction of such together with all other Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in prior to giving effect to the case of any Special distributions below on each Distribution Date occurring prior to commencing on the occurrence of a Triggering Event, the Special Payments Account) and applied on first Distribution Date after any such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable)Drawing. The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider United and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts Available Amounts under the Class G A Liquidity Facility or Intercreditor Agreement (2009-1) AA Aircraft EETC the Class C B Liquidity Facility pursuant to Section 3.6(c3.05(c), 3.6(d3.05(d), 3.05(i) or 3.6(i) hereof3.05(k), or in the event amounts are to be deposited in a the Class A Cash Collateral Account or the Class B Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" “fourth” or “thirteenth”, as the case may be, of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.33.02, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account or the Class C B Cash Collateral Account, respectivelyas applicable. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering Event Special Payment, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account with respect to any Liquidity Facility (or, or in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture, a fraction of such Investment Earnings equal to the Section 2.4(b) 2.04 Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 3.02 or 3.4 3.03 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider American and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account accounts as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts Available Amounts under the Class G AA Liquidity Facility, the Class A Liquidity Facility or the Class C B Liquidity Facility pursuant to Section 3.6(c3.05(c), 3.6(d3.05(d), 3.05(i) or 3.6(i) hereof3.05(k), or in the event amounts are to be deposited in a the Class AA Cash Collateral Account, the Class A Cash Collateral Account or the Class B Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" “fourth” of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.33.02, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G AA Cash Collateral Account, the Class A Cash Collateral Account or the Class C B Cash Collateral Account, respectivelyas applicable. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering Event Special Payment, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account with respect to any Liquidity Facility (or, or in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture, a fraction of such Investment Earnings equal to the Section 2.4(b) 2.04 Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 3.02 or 3.4 3.03 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider JetBlue and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account accounts as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event If the Subordination Agent shall draw all available amounts under the Class G A-1 Liquidity Facility, the Class A-2 Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c3.06(c), 3.6(d3.06(d) or 3.6(i) hereof3.06(i), or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" of Section 2.4(b2.04(b), subclause (i)(BA) or (B) of clause "third" of Section 3.2 3.02 or subclause (I)(BA) or (B) of clause "fourth" of Section 3.33.03, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A-1 Cash Collateral Account, the Class A-2 Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event Event, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, or in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, a fraction an amount of such Investment Earnings on amounts of deposits in each Cash Collateral Account equal to the Section 2.4(b) Fractionproduct of such Investment Earnings multiplied by a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.42.04(b), 3.23.02, 3.3 3.03 or 3.4 3.04(b) (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Delta and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts Available Amounts under the Class G AA Liquidity Facility, the Class A Liquidity Facility or the Class C B Liquidity Facility pursuant to Section 3.6(c3.05(c), 3.6(d3.05(d), 3.05(i) or 3.6(i) hereof3.05(k), or in the event amounts are to be deposited in a the Class AA Cash Collateral Account, the Class A Cash Collateral Account or the Class B Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" “fourth” of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.33.02, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G AA Cash Collateral Account, the Class A Cash Collateral Account or the Class C B Cash Collateral Account, respectivelyas applicable. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering Event Special Payment, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account with respect to any Liquidity Facility (or, or in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture, a fraction of such Investment Earnings equal to the Section 2.4(b) 2.04 Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 3.02 or 3.4 3.03 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider American and the each Liquidity Provider one day prior to each Interest 39 Intercreditor Agreement (2017-1) American Airlines Aircraft EETC Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account accounts as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A-1 Liquidity Facility, the Class A-2 Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BB) of clause "third" of Section 2.4(b), subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(BB) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A-1 Cash Collateral Account, the Class A-2 Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) each Liquidity Facility shall be deposited in the Collection Account (or, in the case of any Special Distribution on each Interest Payment Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) under such Liquidity Facility and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Atlas and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In If the event the -------------------------------------------------- Subordination Agent shall draw all available amounts under the Class G A-1 Liquidity Facility, the Class A-2 Liquidity Facility, the Class A-3 Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof), or in the event that amounts -------------- ------ ------ are to be deposited in a any Cash Collateral Account related to the Liquidity Facilities pursuant to subclause (i)(BB) of clause "third" third of Section 2.4(b), ) or 3.2 ------------- ------------ -------------- --- or subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" fourth of Section 3.3, amounts so drawn or ------------- ------------- ----------- to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A-1 Cash Collateral Account Account, Class A-2 Cash Collateral Account, the Class A-3 Cash Collateral Account, the Class B Cash Collateral Account, or the Class C Cash Collateral Account, respectively. All amounts on deposit Amounts so deposited in each the Cash Collateral Account Accounts shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on -------------- deposit in each the Cash Collateral Account (or, in with respect to any Liquidity Facility shall be paid after a Non-Extension Drawing or Downgrade Drawing by the case of any Special Subordination Agent to the relevant Liquidity Provider on each Distribution Date occurring prior and, to the occurrence of a Triggering Eventextent not so paid, a fraction of such together with all other Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in prior to giving effect to the case of any Special distributions below on each Distribution Date occurring prior to commencing on the occurrence of a Triggering Event, the Special Payments Account) and applied on first Distribution Date after any such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable)Drawing. The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider United and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the any Class G A Liquidity Facility, any Class B Liquidity Facility, any Class C-I Liquidity Facility or the any Class C C-II Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in into a Cash Collateral Sub-Account pursuant to subclause (i)(BB) of clause "third" of Section 2.4(b), subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(BB) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the relevant Sub-Account of the Class G A Cash Collateral Account, the Class B Cash Collateral Account, the Class C-I Cash Collateral Account or the Class C C-II Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral any such Sub-Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each Sub-Account of the Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) Accounts shall be deposited in the Collection Account (or, in prior to giving effect to the case of any Special distributions below on each Distribution Date occurring prior to commencing on the occurrence of a Triggering Event, the Special Payments first Distribution Date after any such deposit into such Sub-Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Continental and the relevant Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in each Sub-Account of the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event If the Subordination Agent shall draw all available amounts under the Class G A-1 Liquidity Facility, the Class A-2 Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c3.06(c), 3.6(d3.06(d) or 3.6(i) hereof3.06(i), or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" of Section 2.4(b2.04(b), subclause (i)(BA) or (B) of clause "third" of Section 3.2 3.02 or subclause (I)(BA) or (B) of clause "fourth" of Section 3.33.03, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A-1 Cash Collateral Account, the Class A-2 Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event Event, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, or in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, a fraction an amount of such Investment Earnings on amounts of deposits in each Cash Collateral Account equal to the Section 2.4(b) Fractionproduct of such Investment Earnings multiplied by a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.42.04(b), 3.23.02, 3.3 3.03 or 3.4 3.04(b) (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Delta and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, 38 42 from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts Available Amounts under the Class G AA Liquidity Facility, Amended and Restated Intercreditor Agreement (2016-3) American Airlines Aircraft EETC the Class A Liquidity Facility or the Class C B Liquidity Facility pursuant to Section 3.6(c3.05(c), 3.6(d3.05(d), 3.05(i) or 3.6(i) hereof3.05(k), or in the event amounts are to be deposited in a the Class AA Cash Collateral Account, the Class A Cash Collateral Account or the Class B Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" “fourth” of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.33.02, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G AA Cash Collateral Account, the Class A Cash Collateral Account or the Class C B Cash Collateral Account, respectivelyas applicable. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering Event Special Payment, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account with respect to any Liquidity Facility (or, or in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture, a fraction of such Investment Earnings equal to the Section 2.4(b) 2.04 Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 3.02 or 3.4 3.03 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider American and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account accounts as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts Available Amounts under the Class G AA Liquidity Facility, the Class A Liquidity Facility or the Class C B Liquidity Facility pursuant to Section 3.6(c3.05(c), 3.6(d3.05(d), 3.05(i) or 3.6(i) hereof3.05(k), or in the event amounts are to be deposited in a the Class AA Cash Collateral Account, the Class A Cash Collateral Account or the Class B Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" “fourth” of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.33.02, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G AA Cash Collateral Account, the Class A Cash Collateral Account or the Class C B Cash Collateral Account, respectivelyas applicable. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering Event Special Payment, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account with respect to any Liquidity Facility (or, or in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture, a fraction of such Investment Earnings equal to the Section 2.4(b) 2.04 Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 3.02 or 3.4 3.03 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Delta and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account accounts as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A-1 Liquidity Facility, the Class A-2 Liquidity Facility, the Class B Liquidity Facility, the Class C-1 Liquidity Facility or the Class C C-2 Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BB) of clause "third" of Section 2.4(b), subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(BB) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A-1 Cash Collateral Account, the Class A-2 Cash Collateral Account, the Class B Cash Collateral Account, the Class C-1 Cash Collateral Account or the Class C C-2 Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) each Liquidity Facility shall be deposited in the Collection Account (or, in the case of any Special Distribution on each Interest Payment Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) under such Liquidity Facility and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Continental and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or a Final Drawing shall be made as provided in the event amounts are to be deposited in a Cash Collateral Account pursuant to subclause (i)(B) of clause "third" of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.3Liquidity Facility, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account Amounts so deposited shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Cash Collateral Account Accounts as a result of any drawings under Section 3.6(c) hereof (or, other than to the extent it becomes a Final Drawing) shall be paid to the respective Liquidity Provider entitled thereto prior to giving effect to the distributions below on each Distribution Date commencing on the first Distribution Date after any such drawing. Investment Earnings on amounts on deposit in the case Cash Collateral Accounts as a result of any Special Distribution Date occurring prior to the occurrence of drawings under Section 3.6(i) hereof (and amounts which become a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) FractionFinal Drawing) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider and the respective Liquidity Provider to be paid one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Class G Cash Collateral Account or the Class C Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" of Section 2.4(b2.4(b)(i), subclause (i)(BA) or (B) of clause "third" of Section 3.2 or subclause (I)(BA) or (B) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring as contemplated in Section 2.4(b) hereof prior to the occurrence of a Triggering Event (a "Special Payment Withdrawal"), on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering EventPayment Withdrawal, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering EventPayment Withdrawal, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.2 or 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US AirwaysAmerica West, the Policy Provider and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:Accounts

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BB) of clause "third" of Section 2.4(b), subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(BB) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) each Liquidity Facility shall be deposited in the Collection Account (or, in the case of any Special Distribution on each Interest Payment Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) under such Liquidity Facility and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Midway and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BB) of clause "third" of Section 2.4(b), subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(BB) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) each Liquidity Facility shall be deposited in the Collection Account (or, in the case of any Special Distribution on each Interest Payment Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) under such Liquidity Facility and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Atlas and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BB) of clause "thirdTHIRD" of Section 2.4(b), subclause (i)(BB) of clause "thirdTHIRD" of Section 3.2 or subclause (I)(BB) of clause "fourthFOURTH" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) each Liquidity Facility shall be deposited in the Collection Account (or, in the case of any Special Distribution on each Interest Payment Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) under such Liquidity Facility and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Continental and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BB) of clause "thirdTHIRD" of Section 2.4(b), subclause (i)(BB) of clause "thirdTHIRD" of Section 3.2 or subclause (I)(BB) of clause "fourthFOURTH" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each of the Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) Accounts shall be deposited in the Collection Account (or, in prior to giving effect to the case of any Special distributions below on each Distribution Date occurring prior to commencing on the occurrence of a Triggering Event, the Special Payments first Distribution Date after any such deposit into such Collection Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Continental and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Class A Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" of Section 2.4(b2.4(b)(i), subclause (i)(BA) or (B) of clause "third" of Section 3.2 or subclause (I)(BA) or (B) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event Event, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Continental and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a Cash Collateral Account pursuant to subclause (i)(BB) of clause "third" of Section 2.4(b), subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(BB) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account, the Class B Cash Collateral Account or the Class C Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Airways and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts Available Amounts under the Class G Liquidity Facility or the Class C AA Liquidity Facility pursuant to Section 3.6(c‎Section 3.05(c), 3.6(d‎3.05(d), ‎3.05(i) or 3.6(i) hereof‎3.05(k), or in the event amounts are to be deposited in a the Class AA Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" “fourth” of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.3‎Section 3.02, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G AA Cash Collateral Account or the Class C Collateral Account, respectively. All amounts on deposit in each the Class AA Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof‎Section 2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering Event Special Payment, on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Class AA Cash Collateral Account with respect to the Class AA Liquidity Facility (or, or in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture, a fraction of such Investment Earnings equal to the Section 2.4(b) ‎Section 2.04 Fraction) shall be deposited in a sub-account of the Collection Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, a sub-account of the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 ‎Section 3.02 or 3.4 ‎3.03 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider FedEx and the Liquidity Provider Providers one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account accounts as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts Available Amounts under the Class G AA Liquidity Facility, the Class A Liquidity Facility or the Class C B Liquidity Facility pursuant to Section 3.6(c3.05(c), 3.6(d3.05(d), 3.05(i) or 3.6(i) hereof3.05(k), or in the event amounts are to be deposited in a the Class AA Cash Collateral Account, the Class A Cash Collateral Account or the Class B Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" “fourth” of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.33.02, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G AA Cash Collateral Account, the Class A Cash Collateral Account or the Class C B Cash Collateral Account, respectivelyas applicable. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering Event Special Payment, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account with respect to any Liquidity Facility (or, or in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture, a fraction of such Investment Earnings equal to the Section 2.4(b) 2.04 Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 3.02 or 3.4 3.03 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Spirit and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account accounts as follows:

Cash Collateral Accounts; Withdrawals; Investments. In If the event the -------------------------------------------------- Subordination Agent shall draw all available amounts under the Class G A-1 Liquidity Facility, the Class A-2 Liquidity Facility or the Class C B Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof), or in the event that -------------- ------ ------ amounts are to be deposited in a any Cash Collateral Account related to the Liquidity Facilities pursuant to subclause (i)(BB) of clause "third" third of Section 2.4(b), subclause (i)(B) of clause "third" of Section ------------- ------------ -------------- or 3.2 or subclause (I)(BB) of clause "fourth" --- ------------- ------ fourth of Section 3.3, amounts so drawn or to be deposited, as the case may be, ------ ----------- shall be deposited by the Subordination Agent in the Class G A-1 Cash Collateral Account, Class A-2 Cash Collateral Account or the Class C B Cash Collateral Account, respectively. All amounts on deposit Amounts so deposited in each the Cash Collateral Account Accounts shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), -------------- Investment Earnings on amounts on deposit in each the Cash Collateral Account (or, in with respect to any Liquidity Facility shall be paid after a Non-Extension Drawing by the case of any Special Subordination Agent to the relevant Liquidity Provider on each Distribution Date occurring prior and, to the occurrence of a Triggering Eventextent not so paid, a fraction of such together with all other Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in prior to giving effect to the case of any Special distributions below on each Distribution Date occurring prior to commencing on the occurrence of a Triggering Event, the Special Payments Account) and applied on first Distribution Date after any such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable)Drawing. The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider United and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A-1 Liquidity Facility or the Class C A-2 Liquidity Facility Facility, pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BB) of clause "third" of Section 2.4(b), subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(BB) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A-1 Cash Collateral Account or the Class C A-2 Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date with respect to a distribution pursuant to Section 2.4(b) hereof occurring prior to the occurrence of a Triggering Event Event, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, in the case of any Special Distribution Date with respect to a distribution pursuant to Section 2.4(b) hereof occurring prior to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date with respect to a distribution pursuant to Section 2.4(b) hereof occurring prior to the occurrence of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Southwest and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event If the Subordination Agent shall draw all available amounts under the Class G A Primary Liquidity Facility or the Class C B Primary Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof), or in the event that amounts are to be deposited in a any Cash Collateral Account related to the Primary Liquidity Facilities pursuant to subclause (i)(BB) of clause "third" third of Section 2.4(b), subclause (i)(B) of clause "third" of Section or 3.2 or subclause (I)(BB) of clause "fourth" fourth of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account or the Class C B Cash Collateral Account, respectively. All amounts on deposit If an Affiliate of the Above-Cap Liquidity Provider shall post Downgrade Collateral under the Class A Above-Cap Liquidity Facility or the Class B Above-Cap Liquidity Facility pursuant to Section 3.6(d), such Downgrade Collateral shall be deposited by the Subordination Agent in each the Class A Above-Cap Account or the Class B Above-Cap Account to secure the obligations of the Above-Cap Liquidity Providers. Amounts so deposited in the Cash Collateral Account Accounts shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Cash Collateral Account (or, in Accounts with respect to any Primary Liquidity Facility shall be paid after a Downgrade Drawing by the case of any Special Distribution Date occurring prior Subordination Agent to the occurrence of a Triggering Event, a fraction relevant Primary Liquidity Provider from time to time on demand of such Investment Earnings equal to the Section 2.4(b) Fraction) Primary Liquidity Provider and otherwise shall be deposited in the Collection Account (or, prior to giving effect to the distributions below on each Distribution Date commencing on the first Distribution Date after any such drawing. Investment Earnings on amounts on deposit in the case of Cash Collateral Accounts with respect to any Special Distribution Date occurring prior Above-Cap Liquidity Facility shall be paid to the occurrence relevant Above-Cap Liquidity Provider from time to time on demand of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable)Above-Cap Liquidity Provider. The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider United and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Class G Cash Collateral Account or the Class C Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" of Section 2.4(b2.4(b)(i), subclause (i)(BA) or (B) of clause "third" of Section 3.2 or subclause (I)(BA) or (B) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring as contemplated in Section 2.4(b) hereof prior to the occurrence of a Triggering Event (a "Special Payment Withdrawal"), on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering EventPayment Withdrawal, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering EventPayment Withdrawal, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.2 or 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US AirwaysAmerica West, the Policy Provider and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:and

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Class G Cash Collateral Account or the Class C Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" of Section 2.4(b2.4(b)(i), subclause (i)(BA) or (B) of clause "third" of Section 3.2 or subclause (I)(BA) or (B) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring as contemplated in Section 2.4(b) hereof prior to the occurrence of a Triggering Event (a "Special Payment Withdrawal"), on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering EventPayment Withdrawal, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering EventPayment Withdrawal, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.2 or 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US AirwaysAmerica West, the Policy Provider and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A Liquidity Facility, the Class B Liquidity Facility or the Class C Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BB) of clause "third" of Section 2.4(b), subclause (i)(BB) of clause "third" of Section 3.2 or subclause (I)(BB) of clause "fourth" of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account, the Class B Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event on such Special Distribution Date), Investment Earnings on amounts on deposit in each the Cash Collateral Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence of a Triggering Event, a fraction of such Investment Earnings equal to the Section 2.4(b) Fraction) each Liquidity Facility shall be deposited in the Collection Account (or, in the case of any Special Distribution on each Interest Payment Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) under such Liquidity Facility and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Airways and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event If the Subordination Agent shall draw all available amounts under the Class G G-1 Liquidity Facility Facility, the Class G-2 Liquidity Facility, or the Class C Liquidity Facility pursuant to Section 3.6(c3.06(c), 3.6(d3.06(d) or 3.6(i) hereof3.06(i), or in the event amounts are to be deposited in a the Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" of Section 2.4(b2.04(b), subclause (i)(BA) or (B) of clause "third" of Section 3.2 3.02 or subclause (I)(BA) or (B) of clause "fourth" of Section 3.33.03, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G G-1 Cash Collateral Account, the Class G-2 Cash Collateral Account or the Class C Cash Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof2.02(b). On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event Event, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account (or, or in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, a fraction an amount of such Investment Earnings on amounts of deposits in each Cash Collateral Account equal to the Section 2.4(b) Fractionproduct of such Investment Earnings multiplied by a fraction, the numerator of which is the aggregate outstanding principal amount of Equipment Notes being redeemed, purchased or prepaid on such Special Distribution Date and the denominator of which is the aggregate outstanding principal amount of all Equipment Notes) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior to the occurrence of a Triggering Event, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.42.04(b), 3.23.02, 3.3 3.03 or 3.4 3.04(b) (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider Delta and the Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the any Class G Liquidity Facility or the Class C A Liquidity Facility pursuant to Section 3.6(c3.5(c), 3.6(d3.5(d), 3.5(i) or 3.6(i3.5(m) hereof, or in the event amounts are to be deposited in a the applicable Class A Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" “fourth” of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.33.2, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the such Class G A Cash Collateral Account or the Class C Collateral Account, respectively. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering Event Special Payment, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account with respect to any Liquidity Facility (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, so long as no Indenture Default shall have occurred and be continuing under the Indenture, a fraction of such Investment Earnings equal to the Section 2.4(b) 2.4 Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.2 or 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider United and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account accounts as follows:

Cash Collateral Accounts; Withdrawals; Investments. In the event the Subordination Agent shall draw all available amounts under the Class G A Liquidity Facility or the Class C B Liquidity Facility pursuant to Section 3.6(c3.5(c), 3.6(d3.5(d), 3.5(i) or 3.6(i3.5(m) hereof, or in the event amounts are to be deposited in a the Class A Cash Collateral Account or the Class B Cash Collateral Account pursuant to subclause (i)(BA) or (B) of clause "third" “fourth” of Section 2.4(b), subclause (i)(B) of clause "third" of Section 3.2 or subclause (I)(B) of clause "fourth" of Section 3.33.2, amounts so drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in the Class G A Cash Collateral Account or the Class C B Cash Collateral Account, respectivelyas applicable. All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On each Interest Payment Date (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering Event Special Payment, on such Special Distribution Date), Investment Earnings on amounts on deposit in each Cash Collateral Account with respect to any Liquidity Facility (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, a fraction so long as no Indenture Event of Default shall have occurred and be continuing under any Indenture, such Investment Earnings equal to multiplied by the Section 2.4(b) 2.4 Fraction) shall be deposited in the Collection Account (or, in the case of any Special Distribution Date occurring prior with respect to the occurrence distribution of a Triggering EventSpecial Payment, the Special Payments Account) and applied on such Interest Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 2.4, 3.2, 3.2 or 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written statement to US Airways, the Policy Provider United and the each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as of such date. In addition, from and after the date funds are so deposited, the Subordination Agent shall make withdrawals from such account accounts as follows: