US Airways 2004 Annual Report Download - page 203

(g) Survival. Without prejudice to the survival of any
other agreement of Borrower hereunder, the agreements and obligations of
Borrower contained in this SECTION 4.6 shall survive the payment in full
of the Obligation.
SECTION 5 FEES.
5.1 TREATMENT OF FEES. Except as otherwise provided by Law, the fees
described in this SECTION 5: (a) do not constitute compensation for the use,
detention, or forbearance of money, (b) are in addition to, and not in lieu of,
interest and expenses otherwise described in the Loan Documents, (c) shall be
payable in accordance with SECTION 3.1(b), (d) shall be non-refundable, (e)
shall, to the fullest extent permitted by Law, bear interest, if not paid when
due, at the Default Rate, and (f) shall be calculated on the basis of actual
number of days (including the first day but excluding the last day) elapsed, but
computed as if each calendar year consisted of 365 or 366 days, as the case may
be.
5.2 FEES OF ADMINISTRATIVE AGENT. Borrower shall pay to
Administrative Agent (for its own account) the fees described in that certain
fee letter with Administrative Agent.
SECTION 6 SECURITY.
6.1 COLLATERAL. To secure the full and complete payment and
performance of the Obligation on the Closing Date, each of Guarantor and
Borrower shall enter into Collateral Documents (in form and substance acceptable
to Administrative Agent) pursuant to which, among other things, each such entity
shall, to the extent permitted by applicable Law, grant, pledge, assign, and
create first priority Liens (except to the extent Permitted Liens affect such
priority) in favor of Administrative Agent for the ratable benefit of Lenders in
and to: (a) all Rights, titles, and interests in all personal property of
Borrower; (b) all Rights, titles, and interests in all real property of
Borrower, including but not limited to the Mortgaged Property; (c) Guarantor's
equity interests in the Borrower and all Rights, titles, and interests attendant
thereto; and (d) all cash and non-cash proceeds of any of the foregoing (the
"COLLATERAL").
6.2 FUTURE LIENS. Promptly after (a) the acquisition of any material
assets (real, personal, tangible, or intangible) by Borrower, (b) the removal,
termination, or expiration of any prohibitions upon the granting of a Lien in
any asset (real, personal, tangible, or intangible) of Borrower, or (c) upon the
designation, formation, or acquisition of any new Subsidiary of Borrower (the
assets described in CLAUSES (a) through (c) hereof are referred to herein as the
"ADDITIONAL ASSETS"), Borrower shall (or shall cause the appropriate new
Subsidiary to) execute and deliver to Administrative Agent all further
instruments and documents (including, without limitation, Collateral Documents,
and all certificates and instruments representing shares of stock or evidencing
Debt and any realty appraisals as Administrative Agent may require with respect
to any such Additional Assets), and shall take all further action that may be
necessary or desirable, or that Administrative Agent may reasonably request, to
grant, perfect, and protect Liens in favor of Administrative Agent for the
benefit of Lenders in such Additional Assets; it being expressly understood that
the granting of such additional security for the Obligation is a material
inducement to the execution and delivery of this Agreement by each Lender. Upon
satisfying the terms and conditions hereof, such Additional Assets shall be
included in the "COLLATERAL" for all purposes under the Loan Documents, and all
references to the "COLLATERAL" in the Loan Documents shall include the
Additional Assets.
6.3 RELEASE OF COLLATERAL.
(a) Upon Sale or Disposition of Collateral. Upon any
sale, transfer, or disposition of Collateral which is expressly permitted
pursuant to the Loan Documents (or is otherwise authorized by Required
Lenders), and promptly upon written request by Borrower or Guarantor
Senior Secured Term Loan
21