US Airways 2004 Annual Report Download - page 269

12.5 SURVIVAL. All representations and warranties made by Guarantor
in this Guaranty shall survive the execution of this Guaranty.
13. WAIVER, SUBORDINATION OF CERTAIN INDEBTEDNESS.
13.1 WAIVER, SUBORDINATION OF GUARANTOR CLAIMS. Until the Guaranteed
Obligation shall be paid and satisfied in full and Guarantor shall have
performed all of its obligations under this Guaranty, Guarantor shall not
receive or collect, directly or indirectly, from Borrower or any other party any
amount upon the Guarantor Claims.
13.2 CLAIMS IN BANKRUPTCY. In the event of receivership, bankruptcy,
reorganization, arrangement, debtor's relief, or other insolvency proceedings
involving Borrower as debtor, Lender shall have the right to prove its claim in
any such proceeding so as to establish its rights under this Guaranty and
receive directly from the receiver, trustee or other court custodian dividends
and payments which would otherwise be payable upon Guarantor Claims. Guarantor
assigns such dividends and payments to Lender. Should Lender receive, for
application upon the Guaranteed Obligation, any such dividend or payment which
is otherwise payable to Guarantor, and which, as between Borrower and Guarantor,
shall constitute a credit upon the Guarantor Claims, then upon payment to Lender
in full of the Guaranteed Obligation, Guarantor shall become subrogated to the
rights of Lender to the extent that such payments to Lender on the Guarantor
Claims have contributed toward the liquidation of the Guaranteed Obligation, and
such subrogation shall be with respect to that proportion of the Guaranteed
Obligation which would have been unpaid if Lender had not received dividends or
payments upon the Guarantor Claims.
13.3 PAYMENTS HELD IN TRUST. In the event that, notwithstanding
SECTIONS 13.1 and 13.2 above, Guarantor should receive any funds, payment, claim
or distribution which is prohibited by such Sections, Guarantor agrees to hold
in trust for Lenders, in kind, all funds, payments, claims or distributions so
received, and agrees that it shall have absolutely no dominion over such funds,
payments, claims or distributions so received except to pay them promptly to
Lenders, and Guarantor covenants promptly to pay the same to Lenders until such
time as the Guaranteed Obligation is paid and satisfied in full.
13.4 LIENS SUBORDINATE. Until such time as the Guaranteed Obligation
is paid and satisfied in full, Guarantor agrees that any liens, security
interests, judgment liens, charges or other encumbrances upon Borrower's assets
securing payment of the Guarantor Claims shall be and remain inferior and
subordinate to any liens, security interests, judgment liens, charges or other
encumbrances upon Borrower's assets securing payment of the Guaranteed
Obligation, regardless of whether such encumbrances in favor of Guarantor or
Lender presently exist or are subsequently created or attach. Without the prior
written consent of Lender, Guarantor shall not, for so long as the Guaranteed
Obligation is outstanding, (i) exercise or enforce any creditor's right it may
have against Borrower, or (ii) foreclose, repossess, sequester or otherwise take
steps or institute any action or proceedings (judicial or otherwise, including
without limitation the commencement of, or joinder in, any liquidation,
bankruptcy, rearrangement, debtor's relief or insolvency proceeding) to enforce
any liens, mortgages, deeds of trust, security interest, collateral rights,
judgments or other encumbrances on assets of Borrower held by Guarantor.
13.5 NOTATION OF RECORDS. Guarantor shall use reasonable efforts to
ensure that all promissory notes, accounts receivable ledgers or other evidences
of the Guarantor Claims accepted by or held by Guarantor shall contain a
specific written notice thereon that the indebtedness evidenced thereby is
subordinated under the terms of this Guaranty; provided, however, if such
written notice is not indicated on the indebtedness, the same shall nonetheless
be subordinated under the terms of this
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