US Airways 2004 Annual Report Download - page 268

reduced, discharged or released because of or by reason of any existing or
future right of offset, claim or defense of Borrower against Lender, or any
other party, or against payment of the Guaranteed Obligation, whether such right
of offset, claim or defense arises in connection with the Guaranteed Obligation
(or the transactions creating the Guaranteed Obligation) or otherwise;
11.11 MERGER. The reorganization, merger or consolidation of
Borrower into or with any other corporation or entity;
11.12 PREFERENCE. Any payment by Borrower to Lender is held to
constitute a preference under bankruptcy laws, or for any reason Lender is
required to refund such payment or pay such amount to Borrower or someone else;
or
11.13 OTHER ACTIONS TAKEN OR OMITTED. Any other action taken or
omitted to be taken with respect to the Loan Agreement, the Guaranteed
Obligation, or the security and collateral therefor, whether or not such action
or omission prejudices Guarantor or increases the likelihood or risk that
Guarantor will be required to pay the Guaranteed Obligation; it is the
unambiguous and unequivocal intention of Guarantor that Guarantor shall be
obligated to pay the Guaranteed Obligation when due pursuant to SECTION 5
hereof, notwithstanding any occurrence, circumstance, event, action, or omission
whatsoever, whether contemplated or uncontemplated, and whether or not otherwise
or particularly described in this Guaranty, except for the full and final
payment and satisfaction of the Guaranteed Obligation.
12. REPRESENTATIONS AND WARRANTIES. To induce Lender to enter into the
Loan Agreement and extend credit to Borrower, Guarantor represents and warrants
to Lender that:
12.1 FAMILIARITY AND RELIANCE. Guarantor is familiar with, and has
independently reviewed books and records regarding, the financial condition of
the Borrower and is familiar with the value of any and all collateral intended
to be created as security for the payment of the Guaranteed Obligation; however,
Guarantor is not relying on such financial condition or the collateral as an
inducement to enter into this Guaranty;
12.2 NO REPRESENTATION BY LENDER. Neither Lender nor any other party
has made any representation, warranty or statement to Guarantor in order to
induce the Guarantor to execute this Guaranty;
12.3 LEGALITY. The execution, delivery and performance by Guarantor
of this Guaranty and the consummation of the transactions contemplated hereunder
(i) have been duly authorized by all necessary corporate and stockholder action
of Guarantor, and (ii) do not, and will not, contravene or conflict with any
law, statute or regulation whatsoever to which Guarantor is subject or
constitute a default (or an event which with notice or lapse of time or both
would constitute a default) under, or result in the breach of, any indenture,
mortgage, deed of trust, charge, lien, or any contract, agreement or other
instrument to which Guarantor is a party or which may be applicable to Guarantor
or any of its assets, or violate any provisions of its Certificate of
Incorporation, Bylaws or any other organizational document of Guarantor.
12.4 ORGANIZATION AND GOOD STANDING. Guarantor (i) is, and will
continue to be, a corporation duly organized and validly existing in good
standing under the laws of the State of Delaware, and (ii) possesses all
requisite authority, power, licenses, permits and franchises necessary to own
its assets, to conduct its business and to execute and deliver and comply with
the terms of this Guaranty.
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