US Airways 2004 Annual Report Download - page 267

performance of any document or instrument representing part of the Guaranteed
Obligation or executed in connection with the Guaranteed Obligation, or given to
secure the repayment of the Guaranteed Obligation) is illegal, uncollectible or
unenforceable, or (vii) the Guaranteed Notes, Loan Agreement or other documents
or instruments pertaining to the Guaranteed Obligation have been forged or
otherwise are irregular or not genuine or authentic.
11.5 RELEASE OF OBLIGORS. Any full or partial release of the
liability of Borrower on the Guaranteed Obligation or any part thereof, or any
other person or entity now or hereafter liable, whether directly or indirectly,
jointly, severally, or jointly and severally, to pay, perform, guarantee or
assure the payment of the Guaranteed Obligation or any part thereof, it being
recognized, acknowledged and agreed by Guarantor that Guarantor may be required
to pay the Guaranteed Obligation in full without assistance or support of any
other party, and Guarantor has not been induced to enter into this Guaranty on
the basis of a contemplation, belief, understanding or agreement that other
parties (other than Borrower pursuant to the Loan Agreement) will be liable to
perform the Guaranteed Obligation, or that Lender will look to other parties to
perform the Guaranteed Obligation; notwithstanding the foregoing, Guarantor does
not waive or release (expressly or impliedly) any rights of subrogation,
reimbursement or contribution which it may have, after payment in full of the
Guaranteed Obligation, against others liable on the Guaranteed Obligation;
Guarantor's rights of subrogation and reimbursement are, however, subordinate to
the rights and claims of Lender until such time as the Guaranteed Obligation is
paid in full;
11.6 OTHER SECURITY. The taking or accepting of any other security,
collateral or guaranty, or other assurance of payment, for all or any part of
the Guaranteed Obligation;
11.7 RELEASE OF COLLATERAL, ETC. Any release, surrender, exchange,
subordination, deterioration, waste, loss or impairment (including without
limitation negligent, willful, unreasonable or unjustifiable impairment) of any
collateral, property or security, at any time existing in connection with, or
assuring or securing payment of, all or any part of the Guaranteed Obligation;
11.8 CARE AND DILIGENCE. The failure of Lender or any other party to
exercise diligence or reasonable care or act, fail to act or comply with any
duty in the administration, preservation, protection, enforcement, sale
application, disposal or other handling or treatment of all or any part of
Guaranteed Obligation or any collateral, property or security at any time
securing any portion thereof, including, without limiting the generality of the
foregoing, the failure to conduct any foreclosure or other remedy fairly or in
such a way so as to obtain the best possible price or a favorable price or
otherwise act or fail to act;
11.9 STATUS OF LIENS. The fact that any collateral, security,
security interest or lien contemplated or intended to be given, created or
granted as security for the repayment of the Guaranteed Obligation shall not be
properly perfected or created, or shall prove to be unenforceable or subordinate
to any other security interest or lien, it being recognized and agreed by
Guarantor that Guarantor is not entering into this Guaranty in reliance on, or
in contemplation of the benefits of, the validity, enforceability,
collectibility or value of any of the collateral for the Guaranteed Obligation;
notwithstanding the foregoing, Guarantor does not waive or release (expressly or
impliedly) any right to be subrogated to the rights of Lender in any collateral
or security for the Guaranteed Obligation after payment in full of the
Guaranteed Obligation; Guarantor's rights of subrogation are, however,
subordinate to the rights, claims, liens and security interests of Lender until
such time as the Guaranteed Obligation is paid in full;
11.10 OFFSET. The Guaranteed Notes and any part or all of the
Guaranteed Obligation guaranteed, and the liabilities and obligations of
Guarantor to Lender under this Guaranty, shall not be
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