US Airways 2004 Annual Report Download - page 264

transaction with one other than Borrower and regardless of whether Borrower
shall ever cease to be liable to Lender for any such present or future
indebtedness, liabilities, obligations, and duties (except by reason of the
indefeasible payment in full thereof by Borrower); together with any and all
renewals, extensions, modifications and increases of such indebtedness,
liabilities, obligations and duties, or any part thereof; and
(d) All reasonable costs, expenses and fees, including but not
limited to court costs and reasonable attorneys' fees, arising in connection
with the collection of any or all amounts, indebtedness, obligations and
liabilities of Borrower to Lender described in items (a) through (c) above.
"GUARANTOR CLAIMS" shall mean all debts and liabilities of Borrower to
Guarantor whether such debts and liabilities now exist or are hereafter incurred
or arise, or whether the obligations of Borrower thereon be direct, contingent,
primary, secondary, several, joint and several, or otherwise, and irrespective
of whether such debts or liabilities be evidenced by note, contract, open
account, or otherwise, and irrespective of the person or persons in whose favor
such debts or liabilities may, at their inception, have been, or may hereafter
be created, or the manner in which they have been or may hereafter be acquired
by Guarantor.
2. GUARANTEED OBLIGATION NOT REDUCED BY OFFSET. The Guaranteed Notes,
indebtedness, liabilities, obligations and any Guaranteed Obligation guaranteed
in this Guaranty, and the liabilities and obligations of Guarantor to Lender
under this Guaranty, shall not be reduced, discharged or released because or by
reason of any existing or future offset, claim or defense of Borrower, or any
other party, against Lender or against payment of the Guaranteed Obligation,
whether such offset, claim or defense arises in connection with the Guaranteed
Obligation (or the transactions creating the Guaranteed Obligation) or
otherwise. Without limiting the foregoing or Guarantor's liability, to the
extent that Lender provides loans or advances or extends credit to Borrower
pursuant to the Guaranteed Notes or Loan Agreement and does not receive payments
or benefits thereon in the amounts and at the times required or provided by
applicable agreements or laws, including any applicable notice and cure periods
afforded to Borrower, Guarantor is absolutely liable to make such payments to
and confer such benefits on Lender on a timely basis pursuant to SECTION 5
herein.
3. GUARANTY OF OBLIGATION. Guarantor irrevocably and unconditionally
guarantees to Lender and its successors and assigns (i) the due and punctual
payment of the Guaranteed Obligation, and (ii) the timely performance of all
other obligations now or in the future owed by Borrower to Lender, including
without limitation those under the Loan Agreement.
4. NATURE OF GUARANTY. This Guaranty is intended to be an irrevocable,
absolute, continuing guaranty of payment and is not a guaranty of collection.
This Guaranty may not be revoked or limited by Guarantor and shall continue to
be effective with respect to any Guaranteed Obligation arising or created after
any attempted revocation by Guarantor. The fact that at any time or from time to
time the Guaranteed Obligation may be increased or reduced, pursuant to the
terms hereof, shall not release the obligation of Guarantor with respect to the
Guaranteed Obligation. This Guaranty may be enforced by Lender and any
subsequent holder of the Guaranteed Obligation and shall not be discharged by
the assignment or negotiation of all or part of the Guaranteed Obligation.
5. PAYMENT BY GUARANTOR. If all or any part of the Guaranteed Obligation
is not punctually paid when due, whether at maturity or earlier by acceleration
or otherwise, Guarantor shall, immediately upon demand by Lender, and without
presentment, protest, notice of protest, notice of nonpayment, notice of
intention to accelerate or acceleration or any other notice whatsoever, pay in
lawful money of the United States of America, the amount due on the Guaranteed
Obligation to Lender at Lender's principal office at:
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