Common use of Terms of Policies Clause in Contracts

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(a) or Section 7.04(b) and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d), (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the Additional Insureds, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (ten (10) days in the case of war risk, allied perils coverage and with respect to the Electronic Date Recognition Limited Coverage Endorsement) after issuance to the Additional Insureds, respectively, of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the Additional Insureds in such policies the insurance shall not be invalidated by any action or inaction of Owner (or, if any Lease is then in effect, any Lessee) or any other Person and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner (or, if any Lease is then in effect, any Lessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) shall provide that (i) in the event of a loss involving proceeds in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to the amount payable upon the occurrence of an Event of Loss pursuant to Section 5.06(a) shall be payable to the Indenture Trustee (so long as the Indenture shall not have been discharged) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner (or any Lessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee (so long as the Indenture shall not have been discharged) whether such payment is made to Owner (or any Lessee) or any third party), it being understood and agreed that in the case of any payment to the Indenture Trustee otherwise than in respect of an Event of Loss, the Indenture Trustee shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner or its order, and (ii) the entire amount of any loss involving proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of the amount payable upon the occurrence of an Event of Loss pursuant to Section 5.06(a) shall be paid to Owner or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Indenture Trustee.

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(a11(a) or Section 7.04(b11(b) and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as additional insureds, and, if appropriate, loss payees, as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d11(d), (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the any Additional InsuredsInsured, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (ten seven (107) days in the case of war risk, risk and allied perils coverage and with respect to in the case of the Electronic Date Recognition Limited Coverage Endorsement) after issuance to the Additional Insureds, respectively, Insureds of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the each Additional Insureds Insured in such policies the insurance shall not be invalidated by any action or inaction of Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee) or any other Person and shall insure respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) shall provide that (i) in the event of a loss involving the Aircraft, Airframe or an Engine for which proceeds are in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be payable to the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been dischargedbe in effect, the Indenture Trustee) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner Lessee (or any LesseeSublessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been dischargedbe in effect, the Indenture Trustee) whether such payment is made to Owner Lessee (or any LesseeSublessee) or any third party), it being understood and agreed that in the case of any payment to Lessor (or the Indenture Trustee Trustee) otherwise than in respect of an Event of Loss, Lessor (or the Indenture Trustee Trustee) shall, upon receipt of evidence reasonably satisfactory to it that the damage damages giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner Lessee or its order, order and (ii) the entire amount of any loss involving for which proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be paid to Owner Lessee or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Lessor or the Indenture Trustee.

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(a11(a) or Section 7.04(b11(b) and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d11(d), (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the Additional Insureds, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (ten (10) days in the case of war risk, risk and allied perils coverage and with respect to ten (10) days in the case of the Electronic Date Recognition Limited Coverage Endorsement) after issuance to the Additional Insureds, respectively, of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the Additional Insureds in such policies the insurance shall not be invalidated by any action or inaction of Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee) or any other Person and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) shall provide that (i) in the event of a loss involving proceeds in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be payable to the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner Lessee (or any LesseeSublessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) whether such payment is made to Owner Lessee (or any LesseeSublessee) or any third party), it being understood and agreed that in the case of any payment to Lessor (or the Indenture Trustee Trustee) otherwise than in respect of an Event of Loss, Lessor (or the Indenture Trustee Trustee) shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner Lessee or its order, order and (ii) the entire amount of any loss involving proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be paid to Owner Lessee or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Lessor or the Indenture Trustee.

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(asubsection (a) or Section 7.04(b(b) of this Exhibit H and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d)subsection (d) of this Exhibit H, (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the Additional Insureds, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (ten (10) days in the case of war risk, risk and allied perils coverage and with respect to ten (10) days in the case of the Electronic Date Recognition Limited Coverage Endorsement) after issuance to the Additional Insureds, respectively, of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the Additional Insureds in such policies the insurance shall not be invalidated by any action or inaction of Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee) or any other Person and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) shall provide that (i) in the event of a loss involving proceeds in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be payable to the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner Lessee (or any LesseeSublessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) whether such payment is made to Owner Lessee (or any LesseeSublessee) or any third party), it being understood and agreed that in the case of any payment to Lessor (or the Indenture Trustee Trustee) otherwise than in respect of an Event of Loss, Lessor (or the Indenture Trustee Trustee) shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner Lessee or its order, and (ii) the entire amount of any loss involving proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be paid to Owner Lessee or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Lessor or the Indenture Trustee.

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(asubsection (a) or Section 7.04(b(b) of this Exhibit B and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d)subsection (d) of this Exhibit B, (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the Additional Insureds, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (ten (10) days in the case of war risk, risk and allied perils coverage and with respect to the Electronic Date Recognition Limited Coverage Endorsementcoverage) after issuance to the Additional Insureds, respectively, of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the Additional Insureds in such policies the insurance shall not be invalidated by any action or inaction of Owner (or, if any Lease is then in effect, any Lessee) or any other Person and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner (or, if any Lease is then in effect, any Lessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) shall provide that (i) in the event of a loss involving proceeds in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to to100% of the amount amounts payable upon the occurrence of an Event of Loss pursuant to Section 5.06(a) hereof to the Note Holders shall be payable to the Indenture Trustee (so long as the Trust Indenture shall not have been discharged) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner (or any Lessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee (so long as the Trust Indenture shall not have been discharged) whether such payment is made to Owner (or any Lessee) or any third party), it being understood and agreed that in the case of any payment to the Indenture Trustee otherwise than in respect of an Event of Loss, the Indenture Trustee shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner or its order, and (ii) the entire amount of any loss involving proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of 100% of the amount amounts payable upon the occurrence of an Event of Loss pursuant to Section 5.06(a) hereof shall be paid to Owner or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Indenture Trustee.. ================================ EXHIBIT C TO INDENTURE AND SECURITY AGREEMENT ================================ SCHEDULE OF DOMICILES OF PERMITTED SUBLESSEES Australia Malta Austria Mexico Bahamas Netherlands Belgium New Zealand Bermuda Norway Brazil People's Republic of China Canada Philippines Denmark Portugal Finland Republic of China (Taiwan)* France Singapore Germany South Korea Grenada Spain Greece Sweden Iceland Switzerland India Thailand Ireland Tobago Italy Trinidad Jamaica Turkey Japan United Kingdom Luxembourg Venezuela Malaysia *So long as on the date of the Sublease such country and the United States have diplomatic relations at least as good as those in effect on the Delivery Date. SCHEDULE I Principal Amount Interest Rate --------- ------ ------------- Series A % Series B % Series C % Equipment Notes Amortization SERIES A Aircraft: _____ SERIES B Aircraft: _____ SERIES C Aircraft: _____ SCHEDULE II PASS THROUGH TRUST AGREEMENT AND PASS THROUGH TRUST SUPPLEMENTS Pass Through Trust Agreement, dated as of December 4, 1998, between US Airways, Inc. and State Street Bank and Trust Company, as supplemented by Trust Supplement No. 1998-1A, dated as of December 14, 1998, as supplemented by Trust Supplement No. 1998-1B, dated as of December 14, 1998, and as supplemented by Trust Supplement No. 1998-1C, dated as of December 14, 1998

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(a10(a) or Section 7.04(b10(b) and any policies taken out in substitution or replacement for any of such policies (A) with respect to Section 10(a) only, shall be amended to name the Additional Insureds as their respective interests may appearadditional insureds, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d10(d), (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the any Additional InsuredsInsured, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (ten seven (107) days in the case of war risk, war-risk and allied perils coverage and with respect to the Electronic Date Recognition Limited Coverage Endorsementcoverage) after issuance to the Additional Insureds, respectively, Insureds of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the each Additional Insureds Insured in such policies the insurance shall not be invalidated by any action or inaction of Owner Sublessee (or, if any Lease Permitted Sublease is then in effect, any LesseePermitted Sublessee) or any other Person and shall insure respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner Sublessee (or, if any Lease Permitted Sublease is then in effect, any LesseePermitted Sublessee), (E) with respect to Section 10(a) only, shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) with respect to Section 10(a) only, shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) with respect to Section 10(b), shall name Head Lessor as loss payee up to the Agreed Value of the relevant Item of Equipment and provide that (i) in the event of a loss involving such Item of Equipment for which proceeds are in excess of $5,000,000[*] for an Aircraft or [*] for a Spare Engine, which shall be the “Loss Payable Threshold”, the proceeds in respect of such loss up to an amount equal to the amount payable upon the occurrence Agreed Value for such Item of an Event of Loss pursuant to Section 5.06(a) Equipment shall be payable to the Indenture Trustee (so long as the Indenture shall not have been discharged) in the manner set forth in Sections 2.10 and 2.12 Sublessor (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner Sublessee (or any LesseePermitted Sublessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee (so long as the Indenture shall not have been discharged) Head Lessor whether such payment is made to Owner Sublessee (or any LesseePermitted Sublessee) or any third party), it being understood and agreed that in the case of any payment to the Indenture Trustee Sublessor or Head Lessor otherwise than in respect of an Event of Loss, the Indenture Trustee Sublessor shall, upon receipt of evidence reasonably satisfactory to it that the damage damages giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay (or, if applicable, request Head Lessor to pay) the amount of such payment (and all earnings thereon) to Owner Sublessee or its order, order and (ii) the entire amount of any loss involving for which proceeds of $5,000,000 or less not exceeding such Loss Payable Threshold, or the amount of any proceeds of any loss in excess of the amount payable upon the occurrence Agreed Value for such Item of an Event of Loss pursuant to Section 5.06(a) Equipment, shall be paid to Owner Sublessee or its order order, unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Indenture TrusteeSublessor.

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(asubsection (a) or Section 7.04(b(b) of this Exhibit H and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d)subsection (d) of this Exhibit H, (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the Additional Insureds, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (ten (10) days in the case of war risk, risk and allied perils coverage and with respect to the Electronic Date Recognition Limited Coverage Endorsementcoverage) after issuance to the Additional Insureds, respectively, of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the Additional Insureds in such policies the insurance shall not be invalidated by any action or inaction of Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee) or any other Person and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) shall provide that (i) in the event of a loss involving proceeds in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be payable to the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner Lessee (or any LesseeSublessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) whether such payment is made to Owner Lessee (or any LesseeSublessee) or any third party), it being understood and agreed that in the case of any payment to Lessor (or the Indenture Trustee Trustee) otherwise than in respect of an Event of Loss, Lessor (or the Indenture Trustee Trustee) shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner Lessee or its order, and (ii) the entire amount of any loss involving proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be paid to Owner Lessee or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Lessor or the Indenture Trustee.

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(asubsection (a) or Section 7.04(b(b) of this Exhibit H and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d)subsection (d) of this Exhibit H, (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the Additional Insureds, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (ten (10) days in the case of war risk, risk and allied perils coverage and with respect to ten (10) days in the case of Electronic Date Recognition Limited Coverage Endorsement) after issuance to the Additional Insureds, respectively, of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the Additional Insureds in such policies the insurance shall not be invalidated by any action or inaction of Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee) or any other Person and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) shall provide that (i) in the event of a loss involving proceeds in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be payable to the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner Lessee (or any LesseeSublessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) whether such payment is made to Owner Lessee (or any LesseeSublessee) or any third party), it being understood and agreed that in the case of any payment to Lessor (or the Indenture Trustee Trustee) otherwise than in respect of an Event of Loss, Lessor (or the Indenture Trustee Trustee) shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner Lessee or its order, and (ii) the entire amount of any loss involving proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be paid to Owner Lessee or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Lessor or the Indenture Trustee.

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(asubsection (a) or Section 7.04(b(b) of this Exhibit B and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d)subsection (d) of this Exhibit B, (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the Additional Insureds, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (ten (10) days in the case of war risk, allied perils coverage and with respect to the Electronic Date Recognition Limited Coverage Endorsement) after issuance to the Additional Insureds, respectively, of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the Additional Insureds in such policies the insurance shall not be invalidated by any action or inaction of Owner (or, if any Lease is then in effect, any Lessee) or any other Person and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner (or, if any Lease is then in effect, any Lessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) shall provide that (i) in the event of a loss involving proceeds in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to the amount payable upon the occurrence of an Event of Loss pursuant to Section 5.06(a) shall be payable to the Indenture Trustee (so long as the Indenture shall not have been discharged) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner (or any Lessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee (so long as the Indenture shall not have been discharged) whether such payment is made to Owner (or any Lessee) or any third party), it being understood and agreed that in the case of any payment to the Indenture Trustee otherwise than in respect of an Event of Loss, the Indenture Trustee shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner or its order, and (ii) the entire amount of any loss involving proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of the amount payable upon the occurrence of an Event of Loss pursuant to Section 5.06(a) shall be paid to Owner or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Indenture Trustee. ================================ EXHIBIT C TO INDENTURE AND SECURITY AGREEMENT ================================ SCHEDULE OF DOMICILES OF PERMITTED LESSEES Australia Malta Austria Mexico Bahamas Netherlands Belgium New Zealand Bermuda Norway Brazil People's Republic of China Canada Philippines Denmark Portugal Finland Republic of China (Taiwan)* France Singapore Germany South Korea Grenada Spain Greece Sweden Iceland Switzerland India Thailand Ireland Tobago Italy Trinidad Jamaica Turkey Japan United Kingdom Luxembourg United States Malaysia Venezuela *So long as on the date of the Sublease such country and the United States have diplomatic relations at least as good as those in effect on the Delivery Date. SCHEDULE I Principal Amount Interest Rate ------------------- ------------------- ------------------ Series A 8.36% Series B 9.01% Series C 7.96% SCHEDULE II PASS THROUGH TRUST AGREEMENT AND PASS THROUGH TRUST SUPPLEMENTS Pass Through Trust Agreement, dated as of July 30, 1999, between US Airways, Inc., US Airways Group, Inc. and State Street Bank and Trust Company of Connecticut, National Association, as supplemented by Trust Supplement No. 1999-1A, dated as of August 31, 1999, as supplemented by Trust Supplement No. 1999-1B, dated as of August 31, 1999, as supplemented by Trust Supplement No. 1999-1C, dated as of August 31, 1999.

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(asubsection (a) or Section 7.04(b(b) of this Exhibit H and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d)subsection (d) of this Exhibit H, (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the Additional Insureds, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (ten (10) days in the case of war risk, risk and allied perils coverage and with respect to ten (10) days in the case of the Electronic Date Recognition Limited Coverage Endorsement) after issuance to the Additional Insureds, respectively, of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the Additional Insureds in such policies the insurance shall not be invalidated by any action or inaction of Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee) or any other Person and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, Insured and (H) shall provide that (i) in the event of a loss involving proceeds in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be payable to the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner Lessee (or any LesseeSublessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) whether such payment is made to Owner Lessee (or any LesseeSublessee) or any third party), it being understood and agreed that in the case of any payment to Lessor (or the Indenture Trustee Trustee) otherwise than in respect of an Event of Loss, Lessor (or the Indenture Trustee Trustee) shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner Lessee or its order, order and (ii) the entire amount of any loss involving proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be paid to Owner Lessee or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Lessor or the Indenture Trustee.

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(a10(a) or Section 7.04(b10(b) and any policies taken out in substitution or replacement for any of such policies (A) with respect to Section 10(a) only, shall be amended to name the Additional Insureds as their respective interests may appearadditional insureds, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d10(d), (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the any Additional InsuredsInsured, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the any Additional Insureds Insured for thirty (30) days (ten seven (107) days in the case of war risk, war-risk and allied perils coverage and with respect to the Electronic Date Recognition Limited Coverage Endorsementcoverage) after issuance to the Additional Insureds, respectively, Insureds of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the each Additional Insureds Insured in such policies the insurance shall not be invalidated by any action or inaction of Owner Sublessee (or, if any Lease Permitted Sublease is then in effect, any LesseePermitted Sublessee) or any other Person and shall insure respective interests of the Additional Insureds Insureds, as they appear, regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner Sublessee (or, if any Lease Permitted Sublease is then in effect, any LesseePermitted Exhibit C-3 Sublessee), (E) with respect to Section 10(a) only, shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) with respect to Section 10(a) only, shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) with respect to Section 10(b), shall name Head Lessor as loss payee up to the Agreed Value of the relevant Item of Equipment and provide that (i) in the event of a loss involving such Item of Equipment for which proceeds are in excess of $5,000,000[*] for an Aircraft or [*] for a Spare Engine, which shall be the “Loss Payable Threshold”, the proceeds in respect of such loss up to an amount equal to the amount payable upon the occurrence Agreed Value for such Item of an Event of Loss pursuant to Section 5.06(a) Equipment shall be payable to the Indenture Trustee (so long as the Indenture shall not have been discharged) in the manner set forth in Sections 2.10 and 2.12 Sublessor (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner Sublessee (or any LesseePermitted Sublessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee (so long as the Indenture shall not have been discharged) Head Lessor whether such payment is made to Owner Sublessee (or any LesseePermitted Sublessee) or any third party), it being understood and agreed that in the case of any payment to the Indenture Trustee Sublessor or Head Lessor otherwise than in respect of an Event of Loss, the Indenture Trustee Sublessor shall, upon receipt of evidence reasonably satisfactory to it that the damage damages giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay (or, if applicable, request Head Lessor to pay) the amount of such payment (and all earnings thereon) to Owner Sublessee or its order, order and (ii) the entire amount of any loss involving for which proceeds of $5,000,000 or less not exceeding such Loss Payable Threshold, or the amount of any proceeds of any loss in excess of the amount payable upon the occurrence Agreed Value for such Item of an Event of Loss pursuant to Section 5.06(a) Equipment, shall be paid to Owner Sublessee or its order order, unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Indenture Trustee.Sublessor. (f)

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(asubsection (a) or Section 7.04(b(b) of this Exhibit B and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d)subsection (d) of this Exhibit B, (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the Additional Insureds, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (ten (10) days in the case of war risk, allied perils coverage and with respect to the Electronic Date Recognition Limited Coverage Endorsement) after issuance to the Additional Insureds, respectively, of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the Additional Insureds in such policies the insurance shall not be invalidated by any action or inaction of Owner (or, if any Lease is then in effect, any Lessee) or any other Person and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner (or, if any Lease is then in effect, any Lessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) shall provide that (i) in the event of a loss involving proceeds in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to the amount payable upon the occurrence of an Event of Loss pursuant to Section 5.06(a) shall be payable to the Indenture Trustee (so long as the Indenture shall not have been discharged) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner (or any Lessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee (so long as the Indenture shall not have been discharged) whether such payment is made to Owner (or any Lessee) or any third party), it being understood and agreed that in the case of any payment to the Indenture Trustee otherwise than in respect of an Event of Loss, the Indenture Trustee shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner or its order, and (ii) the entire amount of any loss involving proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of the amount payable upon the occurrence of an Event of Loss pursuant to Section 5.06(a) shall be paid to Owner or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by the Indenture Trustee. EXHIBIT C TO INDENTURE AND SECURITY AGREEMENT SCHEDULE OF DOMICILES OF PERMITTED LESSEES Australia Malta Austria Mexico Bahamas Netherlands Belgium New Zealand Bermuda Norway Brazil People's Republic of China Canada Philippines Denmark Portugal Finland Republic of China (Taiwan)* France Singapore Germany South Korea Grenada Spain Greece Sweden Iceland Switzerland India Thailand Ireland Tobago Italy Trinidad Jamaica Turkey Japan United Kingdom Luxembourg United States Malaysia Venezuela *So long as on the date of the Lease such country and the United States have diplomatic relations at least as good as those in effect on the Delivery Date. SCHEDULE I Principal Amount Interest Rate Series G _____% Series C _____% SCHEDULE II PASS THROUGH TRUST AGREEMENT AND PASS THROUGH TRUST SUPPLEMENTS Pass Through Trust Agreement, dated as of July 30, 1999, between US Airways, Inc., US Airways Group, Inc. and State Street Bank and Trust Company of Connecticut, National Association, as supplemented by Trust Supplement No. 2000-1G, dated as of March __, 2000, and as supplemented by Trust Supplement No. 2000-1C, dated as of March __, 2000.

Terms of Policies. Any policies of insurance carried in accordance with Section 7.04(asubsection (a) or Section 7.04(b(b) of this Exhibit H and any policies taken out in substitution or replacement for any of such policies (A) shall be amended to name the Additional Insureds as their respective interests may appear, (B) may provide for the self-insurance to the extent permitted in Section 7.04(d)subsection (d) of this Exhibit H, (C) shall provide that if the insurers cancel such insurance for any reason whatever or if any material change is made in such insurance which adversely affects the interest of the Additional Insureds, or such insurance shall lapse for non-payment of premium, such cancellation, lapse or change shall not be effective as to the Additional Insureds for thirty (30) days (ten (10) days in the case of war risk, risk and allied perils coverage and with respect to ten (10) days in the case of the Electronic Date Recognition Limited Coverage Endorsement) after issuance to the Additional Insureds, respectively, of written notice by such insurers of such cancellation, lapse or change; provided, however, that if any notice period specified above is not reasonably obtainable, such policies shall provide for as long a period of prior notice as shall then be reasonably obtainable, (D) shall provide that in respect of the respective interests of the Additional Insureds in such policies the insurance shall not be invalidated by any action or inaction of Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee) or any other Person and shall insure the Additional Insureds regardless of any breach or violation of any warranty, declaration or condition contained in such policies by Owner Lessee (or, if any Lease Sublease is then in effect, any LesseeSublessee), (E) shall be primary without right of contribution from any other insurance which is carried by any Additional Insured, (F) shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured, (G) shall waive any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any Additional Insured to the extent of any moneys due to any Additional Insured, and (H) shall provide that (i) in the event of a loss involving proceeds in excess of $5,000,000, the proceeds in respect of such loss up to an amount equal to the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be payable to the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) in the manner set forth in Sections 2.10 and 2.12 (except in the case of a loss with respect to an Engine installed on an airframe other than the Airframe, in which case Owner Lessee (or any LesseeSublessee) shall arrange for any payment of insurance proceeds in respect of such loss to be held for the account of the Indenture Trustee Lessor (or, so long as the Trust Indenture shall not have been discharged, the Indenture Trustee) whether such payment is made to Owner Lessee (or any LesseeSublessee) or any third party), it being understood and agreed that in the case of any payment to Lessor (or the Indenture Trustee Trustee) otherwise than in respect of an Event of Loss, Lessor (or the Indenture Trustee Trustee) shall, upon receipt of evidence satisfactory to it that the damage giving rise to such payment shall have been repaired or that such payment shall then be required to pay for repairs then being made, pay the amount of such payment (and all earnings thereon) to Owner Lessee or its order, order and (ii) the entire amount of any loss involving proceeds of $5,000,000 or less or the amount of any proceeds of any loss in excess of the amount payable upon Termination Value for the occurrence of an Event of Loss pursuant to Section 5.06(a) Aircraft shall be paid to Owner Lessee or its order unless an Event of Default shall have occurred and be continuing and the insurers have been notified thereof by Lessor or the Indenture Trustee.