Common use of Governmental Filings; No Violations; Certain Contracts Clause in Contracts

Governmental Filings; No Violations; Certain Contracts. (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) pursuant to Section 1.3; (B) required under the HSR Act, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws, and the rules and regulations promulgated under any of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industry, no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways or any of its Subsidiaries from any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicable, the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways and the consummation by US Airways of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated hereby. (ii) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the execution, delivery and performance of this Agreement by US Airways does not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of US Airways or the comparable governing documents of any of its Subsidiaries; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase or acceleration of any obligations under any Contract binding upon US Airways or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i), any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon US Airways or any of its Subsidiaries or binding upon its assets, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien that would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated hereby.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations Except for (A) pursuant to Section 1.3; (B) required under the HSR Act, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under requirements of the Securities ActExchange Act of 1934, as amended (the “Exchange Act, any applicable state securities or “blue sky” laws”), and the rules and regulations promulgated thereunder, (B) compliance with and filings or notifications (and expiration of waiting period) under any the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the foregoing; rules and regulations promulgated thereunder (the “HSR Act”), with respect to the Acquisition and the transactions contemplated hereby, (C) the applicable rules, regulations and requirements of Nasdaq, (D) with, from or to the FAA, passing of the DOT, the FCC, Company Requisite Votes and the DHSreceipt of the Sanctioning Order, including the TSA; (E) withthe filing of the Sanctioning Order with the Registrar of Companies of England and Wales, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) the filings with, from or and (if applicable) approvals from, the European Commission of a merger notification under the EUMR and (G) the filings, and (if applicable) approvals, under the applicable Acquisition Antitrust Laws with respect to any applicable foreign Governmental Entities regulating any aspect of the airline industryAcquisition and the transactions contemplated hereby, no notices, reports or other filings are required to be made by US Airways the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways the Company or any of its Subsidiaries from from, any governmental or regulatory authority, agency, commission, body, department, board, instrumentality, court, tribunal or arbitrator of competent jurisdiction or other legislative, executive or judicial governmental entity or any quasi-governmental authority, governmental or non-governmental self-regulatory organization, agency or authority, in each case whether federal, state, local, county, provincial, and whether domestic or foreign (each a “Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicableEntity”), the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Merger Acquisition and the other transactions contemplated hereby, except those that the failure to make or obtain is not and would notnot reasonably be expected to have, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect. (ii) Except as set forth Subject to obtaining the approvals described in Section 3.2(d)(ii) of the US Airways Disclosure Letter5.1(d)(i), the execution, delivery and performance of this Agreement by US Airways the Company does not, and the consummation by US Airways of the Merger Acquisition and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of association of the Company or articles of association, certificates of incorporation and bylaws or by-laws of US Airways or the comparable organizational and governing documents of any of its the Company’s Subsidiaries; , (B) except as set forth on Section 5.1(d)(ii) of the Company Disclosure Letter, with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under any Contract binding upon US Airways under, or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i), any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets assets, of US Airways the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, bond, mortgage, permit, franchise, indenture or other instrument or obligation, in each case whether or not oral or written (each, a “Contract, including any loan agreement ”) to which the Company or any other indebtedness agreement of its Subsidiaries is a party or instrument of indebtedness that is binding upon US Airways by which the Company or any of its Subsidiaries or binding upon its assetsor any of their respective properties are bound or any License of the Company or any of its Subsidiaries or (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law or any rule or regulation of Nasdaq to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien change that is not and would notnot reasonably be expected to have, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the No notices, reports, filingsfilings consents, consentswaivers, registrations, approvals, orders, permits or authorizations (Aeach an “Approval”) pursuant to Section 1.3; (B) required under the HSR Actare, the EU Merger Regulation and any other as applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws, and the rules and regulations promulgated under any of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industry, no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways the Company from, any federal, state, local, multinational or any of its Subsidiaries from any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court foreign governmental, administrative or regulatory (including to the extent applicablestock exchange and FINRA) authority, the Confirmation Order confirming the Plan) and the Plan) agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Offer, the Merger and the other transactions contemplated hereby, except those that other than (i) any Approvals required (A) under applicable requirements of the Exchange Act (including filing of the Schedule 14D-9 and any amendments thereto in connection with the Offer and Current Reports on Form 8-K related to matters contemplated thereby), (B) under applicable requirements of NASDAQ, (C) under applicable Antitrust Laws or (D) by Financial Industry Regulatory Authority, Inc. (“FINRA”) pursuant to NASD Rule 1017, (ii) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (iii) the filing of the Warrant Registration Statement with the SEC and (iv) such other Approvals which the failure to make or obtain would notobtain, individually or in the aggregate, (i) have not had and would not reasonably be expected to result in have a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect. (iib) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways the Company does not, and the consummation by US Airways of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of US Airways the Company or the comparable similar governing documents of any of its Subsidiaries; , (Bii) assuming that the Approvals referred to in Section 4.3(a) and the consents set forth on Section 4.3(b) of the Company Disclosure Schedule are duly obtained or made, with or without notice, lapse of time or both, a material breach or violation of, any Law to which the Company or any of its Subsidiaries is subject or (iii) with or without notice, lapse of time or both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, or the payment of additional fees, the creation, increase change or acceleration of any rights or obligations under under, any Contract binding upon US Airways requirement to provide notice to, or any of its Subsidiaries orrequire consent or approval from, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i)party thereto, any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways the Company or any of its Subsidiaries Subsidiaries, in each case, pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is Contract binding upon US Airways the Company or any of its Subsidiaries or binding upon its assetsSubsidiaries, except, in the case of clause clauses (Bii) or and (Ciii) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien change that would not, individually or in the aggregate, (i) has not had and would not reasonably be expected to result in have a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (i) pursuant to the CGCL and (ii) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no filings, notices, reports, consents, registrations, approvals, permits or authorizations (A) pursuant to Section 1.3; (B) required under the HSR Act, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws, and the rules and regulations promulgated under any of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industry, no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways the Company from, any domestic, foreign or transnational governmental, quasi-governmental, regulatory or self-regulatory authority, agency, commission, body, department or instrumentality or any court, tribunal or arbitrator or other entity or subdivision thereof or other legislative, executive or judicial entity of its Subsidiaries from any nature (each a “Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicableEntity”), the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Merger and the other transactions contemplated herebyby this Agreement, except those that the failure to make or obtain as would not, individually or in the aggregate, (i) reasonably be expected to result in have a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability consummation of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyby this Agreement. (iib) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways does the Company and each Voting Agreement do not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby by this Agreement and each Voting Agreement will not, constitute or result in (Awith or without notice, lapse of time or both) (i) a breach or violation of, or a default under, the certificate Organizational Documents of incorporation the Company or by-laws of US Airways or the comparable governing documents of any of its Subsidiaries; , (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, or the creation, increase creation or acceleration of any obligations under or the creation of a Lien on any Contract of the assets of the Company or any of its Subsidiaries pursuant to any written or oral agreement, lease, License, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract”) binding upon US Airways the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated herebyby this Agreement) compliance with the matters referred to in Section 3.2(d)(i3.4(a), under any Law or governmental or non-governmental permit or license to which US Airways the Company or any of its Subsidiaries is subject; , or (Ciii) with any change in the rights or without notice, lapse obligations of time or both, any party under any Contract binding upon the creation of a Lien on any of the assets of US Airways Company or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon US Airways or any of its Subsidiaries or binding upon its assetsSubsidiaries, except, in the case of clause (Bii) or (Ciii) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien that as would not, not individually or in the aggregate, (i) reasonably be expected to result in have a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability consummation of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyby this Agreement. Section 3.4(b) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts pursuant to which consents or waivers are required for consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (ii) and (iii) above).

Governmental Filings; No Violations; Certain Contracts. (i) Other than (i) the noticesfiling and acceptance for record of the Maryland Articles of Merger with the SDAT, reports(ii) the filing of the Delaware Merger Certificate with the DSOS, filings(iii) the filing and acceptance for record of the Partnership Certificate of Merger with the DSOS, consents, registrations, approvals, permits or authorizations (Aiv) pursuant to Section 1.3; (B) required under compliance with the HSR Act, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, requirements of the Exchange Act, (v) filings as may be required under the rules and regulations of the New York Stock Exchange, (vi) filings as may be required under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or foreign antitrust, merger control, or competition laws, and (vii) compliance with any applicable federal or state securities or “blue sky” laws, and Laws (the rules and regulations promulgated under any of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industry“Company Approvals”), no notices, reports or other filings are required to be made by US Airways the Company, the Partnership or any of its Subsidiaries the Operating Partnership with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways or any of its Subsidiaries from any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicableCompany, the Confirmation Order confirming Partnership or the Plan) and the Plan) Operating Partnership from, any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the Partnership and the consummation by US Airways of the Merger Mergers and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, (i) are not reasonably be expected likely to result in have a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability consummation of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyby this Agreement. (ii) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways does the Company and the Partnership do not, and the consummation by US Airways of the Merger Mergers and the other transactions contemplated hereby by this Agreement will not, constitute or result in (A) a breach or violation of, or a default under, the certificate Company Charter or the bylaws of incorporation or by-laws of US Airways the Company or the comparable governing documents of any of its Subsidiaries; , (B) except as set forth on Section 5.1(f)(ii) of the Company Disclosure Letter, with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations or result in the triggering of any payment under any Contract binding upon US Airways or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i), any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a “Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is ”) binding upon US Airways the Company or any of its Subsidiaries or, (C) assuming compliance with the matters referred to in Section 5.1(f)(i), a violation of any Law to which the Company or binding upon any of its assetsSubsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien change that would not, individually or in the aggregate, (i) is not reasonably be expected likely to result in have a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability consummation of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyby this Agreement. Section 5.1(f)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Material Contracts (as defined in Section 5.1(n)) pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the No notices, reports, filingsfilings consents, consentswaivers, registrations, approvals, orders, permits or authorizations (Aeach an “Approval”) pursuant to Section 1.3; (B) required under the HSR Actare, the EU Merger Regulation and any other as applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws, and the rules and regulations promulgated under any of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industry, no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways the Company from, any federal, state, local, multinational or any of its Subsidiaries from any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court foreign governmental, administrative or regulatory (including to the extent applicablestock exchange) authority, the Confirmation Order confirming the Plan) and the Plan) agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity”), in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Merger and the other transactions contemplated hereby, except those that other than (i) any Approvals required (A) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (B) under applicable requirements of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and the rules and regulations promulgated thereunder (including filing of the proxy statement, in definitive form relating to the Shareholders Meeting (such proxy statement or information statement, as amended or supplemented from time to time, the “Proxy Statement”)), (C) under applicable requirements of the New York Stock Exchange (“NYSE”) or (D) under applicable Antitrust Laws, (ii) the filing with the Secretary of State of the State of North Carolina of the Articles of Merger as required by the NCBCA and (iii) such other Approvals which the failure to make or obtain would notobtain, individually or in the aggregate, (i) have not had and are not reasonably be expected likely to result in have a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect. (iib) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways the Company does not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws of US Airways the Company or the comparable governing documents of any of its Subsidiaries; , (Bii) assuming that the Approvals referred to in Section 4.4(a) are duly obtained or made, with or without notice, lapse of time or both, a material breach or violation of, any Law to which the Company or any of its Subsidiaries is subject or (iii) with or without notice, lapse of time or both, a breach or violation of, a termination termination, cancellation or modification (or provide a right of termination, cancellation or modification) or a default under, or the payment of additional fees, the creation, increase change or acceleration of any rights or obligations under under, any Contract binding upon US Airways requirement to provide notice to, or any of its Subsidiaries orrequire consent or approval from, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i)party thereto, any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways the Company or any of its Subsidiaries Subsidiaries, in each case, pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is Contract binding upon US Airways the Company or any of its Subsidiaries or binding upon its assetsSubsidiaries, except, in the case of clause clauses (Bii) or and (Ciii) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien change that would not, individually or in the aggregate, (i) has not had and is not reasonably be expected likely to result in have a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations Except for (A) pursuant to Section 1.3compliance with, and filings under, the HSR Act; (B) required under compliance with, and filings under, the HSR Exchange Act and the Securities Act, including the EU filing with the SEC of a proxy statement relating to the Stockholders’ Meeting to be held in connection with this Agreement and the Merger Regulation and Transactions (together with any other applicable foreign antitrustamendments or supplements thereto, competition or similar Lawsthe “Proxy Statement”); (C) required under the Securities Actcompliance with, and filings under, the Exchange Actapplicable requirements of Antitrust Law, any applicable state securities competition Law or “blue sky” lawsother similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the rules and regulations promulgated under any of the foregoingUnited States; (D) with, from or to the FAA, filing of the DOT, Certificate of Merger and other appropriate merger documents required by the FCC, and DGCL with the DHS, including Secretary of State of the TSAState of Delaware; (E) with, from or to compliance with the NYSE or applicable requirements of the principal securities market on which the shares of US Airways Common Stock are then listed or quotedNYSE; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect such other items as disclosed in Section 3.4(a) of the airline industryCompany Disclosure Letter (the items set forth above in clauses (A) through (F), the “Company Required Governmental Approvals”), no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways or any of its Subsidiaries the Company from any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicable, the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain obtain, as the case may be, would not, individually or in the aggregate, (i) reasonably be expected to result in (i) have a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair impede the ability of US Airways and its Subsidiaries the Company to consummate the Merger and the other transactions contemplated herebyTransactions. (iib) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways the Company does not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws bylaws of US Airways the Company or the comparable governing documents of any of its Subsidiaries; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation, cancellation, acceleration, loss, impairment or alteration or other change of any rights, benefits or obligations under, result in the payment of any fee under, or the creationcreation of a Lien on any of the assets, increase properties or acceleration rights of any obligations under any Contract binding upon US Airways the Company or any of its Subsidiaries orpursuant to, any Company Material Contract, or assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated herebyTransactions) compliance with the matters referred to in Section 3.2(d)(i3.4(a), under any Law or governmental or non-governmental permit or license Permit to which US Airways the Company or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon US Airways or any of its Subsidiaries or binding upon its assets, except, in the case of clause (B) or (C) above), for any such breach, violation, termination, default, creation, increasecancellation, acceleration acceleration, loss, impairment, alteration, change, fee or Lien that would not, individually or in the aggregate, (i) reasonably be expected to result in (i) have a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair impede the ability of US Airways and its Subsidiaries the Company to consummate the Merger and the other transactions contemplated herebyTransactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) filings and/or notices pursuant to Section 1.3; (B) required , under the Exchange Act and the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act“) and any notices to, approvals of, or consents or clearances by, any other Governmental Antitrust Entity (collectively, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws, and the rules and regulations promulgated under any of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industryCompany Approvals“), no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways the Company from, any domestic, multinational or any of its Subsidiaries from any foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicableEntity“), the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Merger and the other transactions contemplated hereby, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time, except those that the failure to make or obtain would are not, individually or in the aggregate, (i) reasonably be expected likely to result in have a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay prevent or materially impair the ability consummation of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyby this Agreement. (ii) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways the Company does not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of US Airways the Company or the comparable governing documents of any of its Significant Subsidiaries; , (B) with or without notice, lapse of time or both, a material breach or violation of, assuming (solely with respect to performance of this Agreement and consummation of the Merger and the other transactions contemplated hereby), compliance with the matters referred to in Section 5.1(d)(i), any Law to which the Company or any of its Significant Subsidiaries is subject, (C) with or without notice, lapse of time or both, a breach or violation of, a termination termination, cancellation or modification (or right of termination, cancellation or modification) or a default under, or the creationpayment of additional fees, increase the creation or acceleration of any obligations under any Contract binding upon US Airways or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i), any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways the Company or any of its Significant Subsidiaries pursuant to any agreement, lease, license, contract, settlement, consent, note, mortgage or indenture not otherwise terminable by the other party thereto on 90 days’ or less notice (each, a “Contract“) binding upon the Company or any of its Subsidiaries, (D) a breach or violation of or a termination, cancellation or modification (or right of termination, cancellation or modification) or default or right of first refusal or similar right under any investment agreement, shareholders agreement or any other similar agreement with respect to a Joint Venture to which the Company or any of its Subsidiaries pursuant to is a party or by which any Contractof them are otherwise bound, including or (E) any loan agreement change in the rights or obligations of any other indebtedness agreement or instrument of indebtedness that is party under any Contract binding upon US Airways the Company or any of its Subsidiaries or binding upon its assetsJoint Ventures, except, in the case of clause (BC), (D) or (CE) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien change that would is not, individually or in the aggregate, (i) reasonably be expected likely to result in have a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay prevent or materially impair the ability consummation of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyby this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the notices, reports, filings, registrations, consents, registrations, approvals, permits or permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) required under the HSR Act, the EU Merger Regulation Securities Act and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws, Act and the rules and regulations promulgated under any of thereunder; (C) with, from or to the foregoingFAA; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quotedFCC; and (F) with, from or to any applicable the DHS; (G) with, from or to the ATSB and (H) with, from or to those foreign Governmental Entities regulating any aspect competition and the airline industry set forth in Section 3.2(e)(i)(H) of the airline industryEast Disclosure Letter, no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries East with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways East or any of its Subsidiaries from any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including including, without limitation, to the extent applicable, the Confirmation Order confirming the PlanOrder) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways East and the consummation by US Airways East and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways an East Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect. (ii) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways does East and Merger Sub do not, and the consummation by US Airways East and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of US Airways East or the comparable governing documents of any of its SubsidiariesMerger Sub; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under or the creation of a Lien on any of the assets of East or any of its Subsidiaries pursuant to any Contract binding upon US Airways East or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways East and Merger Sub of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i3.2(e)(i), any Law or governmental or non-governmental permit or license to which US Airways East or any of its Subsidiaries is subject; or (C) with a default under any agreement or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that first occurred after the commencement of the Cases that is binding upon US Airways East or any of its Subsidiaries or binding upon its assets, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien change that would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair prevent the ability of US Airways and its Subsidiaries East or Merger Sub to consummate the Merger and the other transactions contemplated herebyby this Agreement.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations Except for (A) pursuant to Section 1.3; the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, (B) required under the applicable requirements of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws”), and the rules and regulations promulgated under thereunder, (C) the applicable requirements of Nasdaq, (D) the filing with the Secretary of State of the State of North Carolina of the Articles of Merger as required by the NCBCA, (E) the filing with the European Commission of a merger notification in accordance with Council Regulation (EC) 139/2004, the E.C. Merger Regulation (the “ECMR”), (F) the applicable requirements of the competent authority of any member state of the European Union to which any of the foregoing; (D) with, from or transactions contemplated by this Agreement is referred pursuant to Article 9 of the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; ECMR and (FG) withthe applicable requirements of antitrust, from competition or to any applicable foreign Governmental Entities regulating any aspect other similar Laws, rules, regulations and judicial doctrines of jurisdictions other than the airline industryUnited States, no notices, reports or other filings are required to be made by US Airways the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways the Company from, any domestic or any of its Subsidiaries from any foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicableEntity”), the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Merger by the Company and the other transactions contemplated hereby, except those that the failure to make or obtain would are not, individually or in the aggregate, (i) reasonably be expected likely to result in have a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect. (ii) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways does the Company do not, and the consummation by US Airways of the Merger by the Company and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws of US Airways the Company or the comparable governing documents of any of its the Company’s Subsidiaries; , (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under any Contract binding upon US Airways under, or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i), any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, bond, mortgage, indenture or other instrument or obligation not otherwise terminable by any party thereto on 180 calendar days’ or less notice (each, a “Contract”) to any Contract, including any loan agreement which the Company or any other indebtedness agreement of its Subsidiaries is a party or instrument of indebtedness that is binding upon US Airways by which the Company or any of its Subsidiaries or binding upon its assetsor any of their respective properties are bound or (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination (or right of termination), default, creation, increase, acceleration or Lien that would notchange that, individually or in the aggregate, (i) is not reasonably be expected likely to result in have a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect.

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) pursuant to Section 1.3; (B) required filings under the HSR Act, if required, (ii) compliance with, and filings under, the EU Merger Regulation Exchange Act and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, including the Exchange Actfiling with the SEC of a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments or supplements thereto, the “Schedule 13E-3”) and a proxy statement relating to the Stockholders Meeting to be held in connection with this Agreement, the Merger and the other transactions contemplated hereunder (together with any applicable amendments or supplements thereto, the “Proxy Statement”), (iii) compliance with state securities or securities, takeover and “blue sky” lawsLaws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (iv) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (v) compliance with the applicable requirements of the NASDAQ, (vi) notices, reports or other filings as may be required by the DPA and the rules and regulations promulgated under thereunder or any other legal requirement applicable to obtaining CFIUS Clearance, and (vii) such other items as disclosed in Section 5.4(a) of the foregoing; Company Disclosure Letter (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industry“Other Approvals”), no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries the Company with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by US Airways or any of its Subsidiaries the Company from any domestic or foreign governmental or regulatory body, commission, agency, court, instrumentality, authority or other legislative, executive or judicial entity (each, a “Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicable, the Confirmation Order confirming the Plan) and the PlanEntity”) in connection with the execution, delivery and performance of this Agreement by US Airways and the Company or the consummation by US Airways of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain obtain, as the case may be, would notnot reasonably be expected to have, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect. (iib) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways the Company does not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby will not, constitute or result in (Ai) subject to receipt of the Company Stockholder Approval, a breach or violation of, or a default under, the certificate Organizational Documents of incorporation (A) the Company or by-laws of US Airways or the comparable governing documents of (B) any of its Subsidiaries; Subsidiaries or (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under or the creation of a Lien (other than any Contract binding upon US Airways Permitted Lien) on any of the assets of the Company or any of its Subsidiaries pursuant to any Contract binding upon the Company or any of its Subsidiaries, or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) receipt of the Company Stockholder Approval and compliance with the matters referred to in Section 3.2(d)(i5.4(a), under any Law or governmental or non-governmental permit or license to which US Airways the Company or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon US Airways or any of its Subsidiaries or binding upon its assets, except, in the case of clause (Bi)(B) or this clause (C) aboveii), for any such breach, violation, termination, default, creation, increase, acceleration or Lien change that would notnot reasonably be expected to have, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the No notices, reports, filingsapplications, consentsforms, registrations, approvals, permits or authorizations (A) pursuant to Section 1.3; (B) required under the HSR Act, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws, and the rules and regulations promulgated under any of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industry, no notices, reports expert opinions or other filings or information (each, a “Filing” and collectively, “Filings”) are required to be made by US Airways the Seller or any of its Subsidiaries withTelstra Corporation Limited with or to, nor are any consents, registrations, approvals, permits permits, clearances or authorizations (each, an “Authorization” and collectively, “Authorizations”) required to be obtained by US Airways the Seller or Telstra Corporation Limited from, any governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity” and collectively, “Governmental Entities”) in Australia or, to the knowledge of its Subsidiaries from the Seller, any other Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicable, the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways and the Seller or the consummation by US Airways and effectiveness of the Merger and the other transactions contemplated herebyTransaction, except a beneficial ownership report with the United States Securities and Exchange Commission (the “SEC”) and those that the failure to make or obtain would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Material Adverse Effect or (ii) reasonably be expected likely to prevent, materially delay or materially impair the ability execution, delivery and performance of US Airways and its Subsidiaries to consummate the Merger this Agreement and the consummation and effectiveness of the Transaction; provided, however, that the Seller makes no representation or warranty with respect to (a) any Filing that may be required under the Bulletin on Several Issues of Enterprise Income Tax on Income Arising from Indirect Transfers of Property by Non-resident Enterprises (State Administration of Taxation Bulletin [2015] No. 7) issued by the State Administration of Taxation of the People’s Republic of China dated February 3, 2015 (“Public Notice 7”) in connection with the Transaction, or (b) any other transactions contemplated herebymatter that may be mutually identified by the Parties. As used in this Agreement, “knowledge of the Seller” when used in reference to the Seller means the actual knowledge of the Seller after due inquiry of the Seller’s nominee director on the board of directors of the Company. (iib) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways the Seller does not, and the consummation by US Airways and effectiveness of the Merger and the other transactions contemplated hereby Transaction will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate certificates of incorporation or and by-laws of US Airways or the comparable governing documents of any of its Subsidiaries; the Seller or (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under or the creation of any Contract lien on any of the assets of the Seller pursuant to any contract binding upon US Airways or any of its Subsidiaries the Seller or, assuming (solely with respect to performance of this Agreement and the consummation by US Airways and effectiveness of the Merger and the other transactions contemplated herebyTransaction) compliance with the matters referred to in Section 3.2(d)(i2.4(a), under any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries the Seller is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon US Airways or any of its Subsidiaries or binding upon its assets, except, in the case of clause (B) or (Cii) above, for any such breach, violation, termination, default, creation, increase, creation or acceleration or Lien that would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Material Adverse Effect or (ii) reasonably be expected likely to prevent, materially delay or materially impair the ability execution, delivery and performance of US Airways and its Subsidiaries to consummate the Merger this Agreement and the other transactions contemplated herebyconsummation and effectiveness of the Transaction.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations Except for (A) pursuant to Section 1.3; (B) required under the HSR Act, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under requirements of the Securities ActExchange Act of 1934, as amended (the “Exchange Act, any applicable state securities or “blue sky” laws”), and the rules and regulations promulgated thereunder, (B) compliance with and filings or notifications (and expiration of waiting period) under any the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the foregoing; rules and regulations promulgated thereunder (the “HSR Act”), with respect to the Acquisition and the transactions contemplated hereby, (C) the applicable rules, regulations and requirements of Nasdaq, (D) with, from or to the FAA, passing of the DOT, the FCC, Company Requisite Votes and the DHSreceipt of the Sanctioning Order, including the TSA; (E) withthe filing of the Sanctioning Order with the Registrar of Companies of England and Wales, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) the filings with, from or and (if applicable) approvals from, the European Commission of a merger notification under the EUMR and (G) the filings, and (if applicable) approvals, under the applicable Acquisition Antitrust Laws with respect to any applicable foreign Governmental Entities regulating any aspect of the airline industryAcquisition and the transactions contemplated hereby, no notices, reports or other filings are required to be made by US Airways the Company or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways the Company or any of its Subsidiaries from from, any governmental or regulatory authority, agency, commission, body, department, board, instrumentality, court, tribunal or arbitrator of competent jurisdiction or other legislative, executive or judicial governmental entity or any quasi-governmental authority, governmental or non-governmental self-regulatory organization, agency or authority, in each case whether federal, state, local, county, provincial, and whether domestic or foreign (each a “Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicableEntity”), the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Merger Acquisition and the other transactions contemplated hereby, except those that the failure to make or obtain is not and would notnot reasonably be expected to have, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect. (ii) Except as set forth Subject to obtaining the approvals described in Section 3.2(d)(ii) of the US Airways Disclosure Letter5.1(d)(i), the execution, delivery and performance of this Agreement by US Airways the Company does not, and the consummation by US Airways of the Merger Acquisition and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate articles of association of the Company or articles of association, certificates of incorporation and bylaws or by-laws of US Airways or the comparable organizational and governing documents of any of its the Company’s Subsidiaries; , (B) except as set forth on Section 5.1(d)(ii) of the Company Disclosure Letter, with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under any Contract binding upon US Airways under, or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i), any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets assets, of US Airways the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, bond, mortgage, permit, franchise, indenture or other instrument or obligation, in each case whether or not oral or written (each, a “Contract, including any loan agreement ”) to which the Company or any other indebtedness agreement of its Subsidiaries is a party or instrument of indebtedness that is binding upon US Airways by which the Company or any of its Subsidiaries or binding upon its assetsor any of their respective properties are bound or any License of the Company or any of its Subsidiaries or (C) assuming compliance with the matters referred to in Section 5.1(d)(i), a violation of any Law or any rule or regulation of Nasdaq to which the Company or any of its Subsidiaries is subject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien change that is not and would notnot reasonably be expected to have, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) pursuant No expirations of waiting periods with respect to Section 1.3; (B) applicable Laws are required under the HSR Act, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws, and the rules and regulations promulgated under any of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industry, no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries Buyer with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways or any of its Subsidiaries from Buyer from, any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicable, the Confirmation Order confirming the Plan) and the Plan) Authority in connection with the execution, delivery and performance of this Agreement by US Airways and the Transaction Documents by Buyer or the consummation by US Airways of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Material Adverse Effect prevent or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries Buyer to consummate the Merger and the other transactions contemplated herebyTransactions. (iib) Except as set forth in Section 3.2(d)(ii) Assuming the satisfaction of the US Airways Disclosure Letterapplicable obligations contemplated by Section 4.8, the execution, delivery and performance by Buyer of this Agreement by US Airways does and the Transaction Documents to which it is a party do not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby Transactions will not, constitute conflict with, or result in (A) a any breach or violation of, or a default under, the certificate of incorporation or by-laws of US Airways or the comparable governing documents of any of its Subsidiaries; (B) with or without notice, lapse of time or both) under, a breach or violation of, a termination (or give rise to any right of termination) or a default under, or the creationloss of rights, increase adverse modification of provisions, cancellation or acceleration of any obligations under, or result in the creation of a Lien (other than a Permitted Lien) on any of the assets of Buyer under any provision of (i) the Organizational Documents of Buyer or its Affiliates, (ii) any Contract binding upon US Airways Buyer or any of its Subsidiaries or, Affiliates or (iii) assuming (solely with respect to the performance of this Agreement and the Transaction Documents and the consummation by US Airways of the Merger and the other transactions contemplated herebyTransactions) compliance with the matters referred to in Section 3.2(d)(i3.3(a), any Law or governmental or non-governmental permit or license to which US Airways Buyer or any of its Subsidiaries Affiliates is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon US Airways or any of its Subsidiaries or binding upon its assets, except, in the case of clause clauses (Bii) or and (Ciii) aboveof this Section 3.3(b), for any such breach, violation, default, termination, defaultloss, creationadverse modification, increasecancellation, acceleration or Lien creation that would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Material Adverse Effect prevent or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries Buyer to consummate the Merger and the other transactions contemplated herebyTransactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations filings and/or notices (A) pursuant to Section 1.3; , (B) required under the HSR ActXxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” lawsas amended, and the rules and regulations promulgated under thereunder (the “HSR Act”), any other applicable antitrust laws and any other antirust, competition or similar Laws of any foreign jurisdiction, (C) the filing with the U.S. Securities and Exchange Commission (“SEC”) of the foregoing; preliminary proxy statement and the Proxy Statement and of a registration statement on Form S-4 pursuant to which the offer and sale of shares of Parent Common Stock in the Merger will be registered pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”), and in which the Proxy Statement will be included as a prospectus (together with any amendments or supplements thereto, the “Form S-4”), and the declaration of effectiveness of the Form S-4, (D) with, from or to under the FAA, the DOT, the FCC, rules of NASDAQ National Market (“NASDAQ”) and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or pursuant to any applicable foreign Governmental Entities regulating any aspect of or state securities or blue sky laws (collectively, clauses (A) through (E), the airline industry“Company Approvals”), no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways or any of its Subsidiaries from the Company from, any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicable, the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Merger and the other transactions contemplated herebyTransactions, except those that the failure to make or obtain would not, (x) individually or in the aggregate, (i) be reasonably be expected likely to result in have a US Airways Company Material Adverse Effect Change or (iiy) reasonably be expected to prevent, materially delay or materially impair the ability consummation of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyTransactions. (ii) Except as set forth Assuming compliance with the matters referenced in Section 3.2(d)(ii) 3.1(d)(i), receipt of the US Airways Disclosure LetterCompany Approvals and the receipt of the Company Requisite Vote, the execution, delivery and performance of this Agreement by US Airways does the Company do not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby Transactions will not, not constitute or result in (A) a breach or violation of, or a default under, the certificate Charter or Bylaws of incorporation or by-laws of US Airways the Company or the comparable governing documents instruments of any of its Significant Subsidiaries; , (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under pursuant to, any Contract lease, license, contract, note, mortgage, indenture, agreement, arrangement or other instrument or obligation (each, a “Contract”) binding upon US Airways the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i), any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways the Company or any of its Subsidiaries, or (C) a violation of, or conflict with, any Order or Laws to which the Company or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon US Airways or any of its Subsidiaries or binding upon its assetssubject, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien that would notchange that, individually or in the aggregate, (i) is not reasonably be expected likely to result in have a US Airways Company Material Adverse Effect Change or (ii) reasonably be expected to prevent, materially delay or materially impair the ability consummation of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyTransactions.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations (A) pursuant to Section 1.3; , (B) required under with respect to the HSR ActCFIUS Approval, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or (D) the filing with the Securities and Exchange Commission (the “blue sky” lawsSEC”) of the Proxy Statement relating to the adoption of this Agreement and approval of the Merger by the shareholders of the Company, and (E) under the rules and regulations promulgated under any of the foregoing; NYSE American (Df/k/a NYSE MKT, LLC) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E“NYSE American”) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or pursuant to any applicable foreign Governmental Entities regulating any aspect of non-U.S. or U.S. state securities or blue sky laws (collectively, clauses (A) through (F), the airline industry“Company Approvals”), no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways or any of its Subsidiaries from the Company from, any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicable, the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, not (x) individually or in the aggregate, (i) be reasonably be expected likely to result in a US Airways Company Material Adverse Effect Change or (iiy) reasonably be expected to prevent, materially delay or materially impair the ability consummation of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyby this Agreement. (ii) Except as set forth Assuming compliance with the matters referenced in Section 3.2(d)(ii) 3.1(d)(i), receipt of the US Airways Disclosure LetterCompany Approvals and the receipt of the Company Requisite Vote, the execution, delivery and performance of this Agreement by US Airways does the Company do not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation charter or by-laws of US Airways the Company or the comparable governing documents instruments of any of its Significant Subsidiaries; , (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any material obligations under pursuant to, any Contract lease, license, contract, note, mortgage, indenture, agreement, arrangement or other instrument or obligation (each, a “Contract”) binding upon US Airways the Company or any of its Subsidiaries or(including without limitation, assuming the Government Contracts (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to as defined in Section 3.2(d)(i3.1(p)), or (C) a violation of any Law or governmental or non-governmental permit or license Laws to which US Airways the Company or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon US Airways or any of its Subsidiaries or binding upon its assets, except, in the case of clause (B) (other than with regard to Government Contracts) or (C) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien that would notchange that, individually or in the aggregate, (i) is not reasonably be expected likely to result in a US Airways Company Material Adverse Effect Change or (ii) reasonably be expected to prevent, materially delay or materially impair the ability consummation of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyby this Agreement.

Governmental Filings; No Violations; Certain Contracts. (ia) Other than the No notices, reports, filingsapplications, consentsforms, registrations, approvals, permits or authorizations (A) pursuant to Section 1.3; (B) required under the HSR Act, the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws, and the rules and regulations promulgated under any of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industry, no notices, reports expert opinions or other filings or information (each, a “Filing” and collectively, “Filings”) are required to be made by US Airways the Seller or any Telstra Corporation Limited or, to the knowledge of its Subsidiaries withthe Seller, the Company, with or to, nor are any consents, registrations, approvals, permits permits, clearances or authorizations (each, an “Authorization” and collectively, “Authorizations”) required to be obtained by US Airways the Seller or Telstra Corporation Limited or, to the knowledge of the Seller, the Company, from, any governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each, a “Governmental Entity” and collectively, “Governmental Entities”) in Australia or the United States or, to the knowledge of its Subsidiaries from the Seller, any other Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicable, the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways and the Seller or the consummation by US Airways and effectiveness of the Merger and the other transactions contemplated herebyTransaction, except a beneficial ownership report with the United States Securities and Exchange Commission (the “SEC”) and those that the failure to make or obtain would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Material Adverse Effect or (ii) reasonably be expected likely to prevent, materially delay or materially impair the ability execution, delivery and performance of US Airways and its Subsidiaries to consummate the Merger this Agreement and the other transactions contemplated herebyconsummation and effectiveness of the Transaction; provided, however, that the Seller makes no representation or warranty with respect to any Filing in connection with the requirements under the Bulletin on Several Issues of Enterprise Income Tax on Income Arising from Indirect Transfers of Property by Non-resident Enterprises (State Administration of Taxation Bulletin [2015] No. 7) issued by the State of Administration of Taxation of the People’s Republic of China dated February 3, 2015 (“Public Notice 7”) in connection with the Transaction. (iib) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways the Seller does not, and the consummation by US Airways and effectiveness of the Merger and the other transactions contemplated hereby Transaction will not, constitute or result in (Ai) a breach or violation of, or a default under, the certificate certificates of incorporation or and by-laws of US Airways or the comparable governing documents of any the Seller or, to the knowledge of its Subsidiaries; the Seller, of the Company, or (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under or the creation of any Contract lien on any of the assets of the Seller or, to the knowledge of the Seller, of the Company, pursuant to any contract binding upon US Airways the Seller or any of its Subsidiaries the Company or, assuming (solely with respect to performance of this Agreement and the consummation by US Airways and effectiveness of the Merger and the other transactions contemplated herebyTransaction) compliance with the matters referred to in Section 3.2(d)(i2.5(a), under any Law or governmental or non-governmental permit or license to which US Airways the Seller or any of its Subsidiaries the Company is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon US Airways or any of its Subsidiaries or binding upon its assets, except, in the case of clause (B) or (Cii) above, for any such breach, violation, termination, default, creation, increase, creation or acceleration or Lien that would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Material Adverse Effect or (ii) reasonably be expected likely to prevent, materially delay or materially impair the ability execution, delivery and performance of US Airways and its Subsidiaries to consummate the Merger this Agreement and the other transactions contemplated herebyconsummation and effectiveness of the Transaction.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the notices, reports, filings, consents, registrations, approvals, permits or authorizations filings and/or notices (A) pursuant to Section 1.3; , (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the EU Merger Regulation and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities ActExchange Act of 1934, as amended (the “Exchange Act”), any applicable (D) to comply with state securities or “blue blue-sky” laws, and the rules and regulations promulgated under any of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) withrequired to be made with the Nasdaq Stock Market, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or that are required and customary filings pursuant to any applicable foreign Governmental Entities regulating any aspect state environmental transfer statutes and (G) notification of the airline industrychange of ownership pursuant to National Industrial Security Program rules, no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways the Company from, any domestic or any of its Subsidiaries from any foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity (each a “Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including to the extent applicableEntity”), the Confirmation Order confirming the Plan) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways the Company and the consummation by US Airways of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, (i) not be reasonably be expected likely to result in have a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect. (ii) Except as set forth in Section 3.2(d)(ii) of the US Airways Company Disclosure Letter, the execution, delivery and performance of this Agreement by US Airways does the Company do not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of US Airways the Company or the comparable governing documents of any of its Subsidiaries; Subsidiaries or, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under any Contract binding upon US Airways or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i), any Law or governmental or non-governmental permit or license to which US Airways or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways the Company or any of its Subsidiaries pursuant to any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (each, a ”Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is ”) binding upon US Airways the Company or any of its Subsidiaries or, assuming compliance with the matters referred to in Section 5.1(d)(i), any Law to which the Company or binding upon any of its assets, Subsidiaries is subject except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, increase, creation or acceleration or Lien that would not, individually or in the aggregate, (i) not be reasonably be expected likely to result in have a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect.

Governmental Filings; No Violations; Certain Contracts. (i) Other than the notices, reports, filings, registrations, consents, registrations, approvals, permits or permits, authorizations and/or notices (A) pursuant to Section 1.3; (B) required under the HSR Act, the EU Merger Regulation Securities Act and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, the Exchange Act, any applicable state securities or “blue sky” laws, Act and the rules and regulations promulgated under any of thereunder; (C) with, from or to the foregoingFAA; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quotedFCC; and (F) with, from or to any applicable the DHS; (G) with, from or to the ATSB and (H) with, from or to those foreign Governmental Entities regulating any aspect competition and the airline industry set forth in Section 3.2(e)(i)(H) of the airline industryEast Disclosure Letter, no notices, reports or other filings are required to be made by US Airways or any of its Subsidiaries East with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by US Airways East or any of its Subsidiaries from any Governmental Entity (subject and after giving effect to any required approvals of the Bankruptcy Court (including including, without limitation, to the extent applicable, the Confirmation Order confirming the PlanOrder) and the Plan) in connection with the execution, delivery and performance of this Agreement by US Airways East and the consummation by US Airways East and Merger Sub of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways an East Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebyEffect. (ii) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways does East and Merger Sub do not, and the consummation by US Airways East and Merger Sub of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of US Airways East or the comparable governing documents of any of its SubsidiariesMerger Sub; (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under or the creation of a Lien on any of the assets of East or any of its Subsidiaries pursuant to any Contract binding upon US Airways East or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation by US Airways East and Merger Sub of the Merger and the other transactions contemplated hereby) compliance with the matters referred to in Section 3.2(d)(i3.2(e)(i), any Law or governmental or non-governmental permit or license to which US Airways East or any of its Subsidiaries is subject; or (C) with a default under any agreement or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that first occurred after the commencement of the Cases that is binding upon US Airways East or any of its Subsidiaries or binding upon its assets, except, in the case of clause (B) or (C) above, for any such breach, violation, termination, default, creation, increase, acceleration or Lien change that would not, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair prevent the ability of US Airways and its Subsidiaries East or Merger Sub to consummate the Merger and the other transactions contemplated herebyby this Agreement.

Governmental Filings; No Violations; Certain Contracts. (a) Except for (i) Other than the noticescompliance with, reports, filings, consents, registrations, approvals, permits or authorizations (A) pursuant to Section 1.3; (B) required under the HSR Actand filings under, the EU Merger Regulation Exchange Act and any other applicable foreign antitrust, competition or similar Laws; (C) required under the Securities Act, including the Exchange Actfiling with the SEC of a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with any amendments or supplements thereto, the “Schedule 13E-3”) and a proxy statement relating to the Shareholders Meeting to be held in connection with this Agreement, the Merger and the other transactions contemplated hereunder (together with any applicable amendments or supplements thereto, the “Proxy Statement”), (ii) compliance with state securities or securities, takeover and “blue sky” lawsLaws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, (iii) the filing of the Certificate of Merger with the Department of State, (iv) compliance with the applicable requirements of the NYSE, (v) the filings with and the approval of the Federal Energy Regulatory Commission (“FERC”) under Section 203 of the Federal Power Act (“FPA”), and (vi) the rules filings with and regulations promulgated consents required under any Law from state utility commissions in the jurisdictions set forth in Section 5.4(a) of the foregoing; (D) with, from or to the FAA, the DOT, the FCC, and the DHS, including the TSA; (E) with, from or to the NYSE or the principal securities market on which the shares of US Airways Common Stock are then listed or quoted; and (F) with, from or to any applicable foreign Governmental Entities regulating any aspect of the airline industryCompany Disclosure Letter, no notices, reports or other filings are required to be made by US Airways the Company or any a Subsidiary of its Subsidiaries the Company with, nor are any consents, registrations, approvals, permits approvals or authorizations required to be obtained by US Airways the Company or any of its Subsidiaries from any Governmental Entity (subject and after giving effect to any required approvals Subsidiary of the Bankruptcy Court Company from, any domestic or foreign governmental or regulatory body, commission, agency, court, instrumentality, authority or other legislative, executive or judicial entity (including to the extent applicableeach, the Confirmation Order confirming the Plan) and the Plana “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by US Airways and the Company or the consummation by US Airways of the Merger and the other transactions contemplated hereby, except those that (x) relate solely to Parent or Merger Sub or their Affiliates (other than the Company and its Subsidiaries) or (y) the failure to make or obtain obtain, as the case may be, have not had or would notnot reasonably be expected to have, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebya Company Impairment Effect. (iib) Except as set forth in Section 3.2(d)(ii) of the US Airways Disclosure Letter, the The execution, delivery and performance of this Agreement by US Airways the Company does not, and the consummation by US Airways of the Merger and the other transactions contemplated hereby hereby, will not, constitute or result in (Ai) subject to receipt of the Company Shareholder Approval, a breach or violation of, or a default under, the certificate Organizational Documents of incorporation (A) the Company or by-laws of US Airways or the comparable governing documents of (B) any of its Subsidiaries; Subsidiaries or (Bii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, or the creation, increase creation or acceleration of any obligations under or the creation of a Lien (other than any Contract binding upon US Airways Permitted Lien) on any of the assets of the Company or any of its Subsidiaries pursuant to, any Company Material Contract binding upon the Company or any of its Subsidiaries, or, assuming (solely with respect to performance of this Agreement and consummation by US Airways of the Merger and the other transactions contemplated hereby) receipt of the Company Shareholder Approval and compliance with the matters referred to in Section 3.2(d)(i5.4(a), under any Law or governmental or non-governmental permit or license to which US Airways the Company or any of its Subsidiaries is subject; or (C) with or without notice, lapse of time or both, the creation of a Lien on any of the assets of US Airways or any of its Subsidiaries pursuant to any Contract, including any loan agreement or any other indebtedness agreement or instrument of indebtedness that is binding upon US Airways or any of its Subsidiaries or binding upon its assets, except, in the case of clause (Bi)(B) or this clause (C) aboveii), for any such breach, violation, termination, default, creation, increase, acceleration or Lien change that has not had or would notnot reasonably be expected to have, individually or in the aggregate, (i) reasonably be expected to result in a US Airways Company Material Adverse Effect or (ii) reasonably be expected to prevent, materially delay or materially impair the ability of US Airways and its Subsidiaries to consummate the Merger and the other transactions contemplated herebya Company Impairment Effect.