US Airways 2004 Annual Report Download - page 230

With a copy to: Citibank, N.A.
390 Greenwich St. 1st Fl
New York, NY 10013
Attn: Joe Shanahan
Fax/Telecopy No.:[phone]
If to any Lender: Its address indicated on the signature page hereto, in
an Assignment and Acceptance Agreement or in a notice to Administrative Agent
and Borrower or to such other address as the party addressed shall have
previously designated by written notice to the serving party, given in
accordance with this SECTION 13.3.
13.4 FORM AND NUMBER OF DOCUMENTS. Each agreement, document, instrument,
or other writing to be furnished under any provision of the Loan Documents must
be in form and substance and in such number of counterparts as may be reasonably
satisfactory to Administrative Agent and its counsel.
13.5 SURVIVAL. All covenants, agreements, undertakings, representations,
and warranties made in any of the Loan Documents shall survive all closings
under the Loan Documents and, except as otherwise indicated, shall not be
affected by any investigation made by any party. All Rights of, and provisions
relating to, reimbursement and indemnification of Administrative Agent or any
Lender (and any other provision of the Loan Documents that expressly provides
for such survival) shall survive termination of this Agreement, payment in full
of the Obligation, and any assignment by any Lender.
13.6 GOVERNING LAW. THE LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT TO
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND THE SUBSTANTIVE LAWS
OF THE STATE OF NEW YORK (EXCEPT TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION
GOVERN THE CREATION, PERFECTION, VALIDITY, OR ENFORCEMENT OF LIENS UNDER THE
COLLATERAL DOCUMENTS OR TO THE EXTENT THAT ENVIRONMENTAL LAWS OR ENVIRONMENTAL
REQUIREMENTS OF ANOTHER JURISDICTION APPLY TO OBLIGATIONS OF BORROWER AND
GUARANTOR UNDER THAT JURISDICTION'S LAWS), AND THE APPLICABLE FEDERAL LAWS OF
THE UNITED STATES OF AMERICA SHALL GOVERN THE VALIDITY, CONSTRUCTION,
ENFORCEMENT AND INTERPRETATION OF THE LOAN DOCUMENTS.
13.7 INVALID PROVISIONS. In the event that any provision of this Agreement
is deemed to be invalid, illegal, or unenforceable by reason of the operation of
any Law or by reason of the interpretation placed thereon by any Governmental
Authority, the validity, legality, and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby, and the affected provision shall be modified to the minimum extent
permitted by Law so as most fully to achieve the intention of this Agreement.
13.8 ENTIRETY. THE RIGHTS AND OBLIGATIONS OF BORROWER, GUARANTOR, LENDERS,
AND ADMINISTRATIVE AGENT SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS,
DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES
ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS AGREEMENT (AS AMENDED IN
WRITING FROM TIME TO TIME) AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY
BORROWER, GUARANTOR, ANY LENDER, AND/OR ADMINISTRATIVE AGENT (TOGETHER WITH ALL
COMMITMENT LETTERS AND FEE LETTERS AS THEY RELATE TO THE PAYMENT OF FEES AFTER
THE CLOSING DATE) REPRESENT THE FINAL AGREEMENT BETWEEN THE BORROWER, GUARANTOR,
LENDERS, AND ADMINISTRATIVE AGENT, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG SUCH PARTIES.
Senior Secured Term Loan
48