Common use of Absolute Guarantee Clause in Contracts

Absolute Guarantee. To the fullest extent permitted under applicable law, the obligations of Guarantor hereunder shall be absolute and unconditional, shall be continuing and remain in full force and effect until final and irrevocable payment, performance or observance in full of all of the Obligations has occurred and shall not, in any manner, be affected by (i) any action taken or not taken by any Guaranteed Party or any other Person or by (ii) any lack of prior enforcement or retention of any rights against Borrower or Guarantor or by (iii) any illegality, unenforceability or invalidity of (A) the Obligations or the Guaranteed Documents, (B) any other guarantee or other obligations, or (C) any other agreement or instrument referred to herein or therein, or by (iv) any substitution, release or exchange of any other guarantee of, or security for, any of the Obligations, or by (v) any other circumstance or condition (whether or not Guarantor or Borrower shall have any knowledge or notice thereof), including without limitation: (1) to the extent not covered in Section 5 below, any termination, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the Guaranteed Documents, the Obligations or any other instrument or agreement applicable to any of the parties to such agreements, any assignment, mortgage or transfer of any thereof or of any interest therein, or to any leasing or subleasing or any registration or re-registration of the Aircraft or any substitution of any Airframe or any Engine; (2) any failure, omission or delay on the part of Borrower or any other Person to conform or comply with any term of any Guaranteed Document; (3) any exercise, delay in the exercise, or nonexercise of any right, remedy, power or privilege under or in respect of any Guaranteed Document or any obligation or liability contained therein; (4) any waiver by any Guaranteed Party, or their successors or assigns, of the performance or observance by Borrower of any Obligation, or of any payment, Default or Event of Default, or breach or failure to perform under any Guaranteed Document; (5) any extension or renewal of time or forbearance for payment of any Financial Obligation or for performance of any other Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Guaranteed Document; (6) the exchange, surrender, substitution or modification of any collateral security for any of the Obligations, or any furnishing or acceptance of additional security, or any release of any security, for the obligations of Borrower under the Guaranteed Documents, or the failure of any security or the failure of any Person to perfect any interest in any collateral security; (7) any failure, omission or delay on the part of any Guaranteed Party, or their successors or assigns (x) to give Guarantor notice of any Default, Event of Default, breach or other failure of performance under any Guaranteed Document or (y) to enforce, assert or exercise any right, power or remedy conferred on it in this Guaranty; (8) any other failure, omission or delay on the part of any Guaranteed Party in connection with any Guaranteed Document, or any other action on the part of the Guaranteed Party; (9) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, general assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities or similar proceedings with respect to Borrower, Guarantor, any other Person or any of their respective properties or creditors, or the disaffirmance with respect to Borrower of any of the Guaranteed Documents in any such proceeding or any action taken by any trustee or receiver or by any court in any such proceeding; (10) any limitation on Borrower’s liability or the Obligations (or the liabilities and obligations of any other Person) by cancellation, discharge, termination, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the Guaranteed Documents; (11) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in the use of the Aircraft or any portion thereof by Borrower or any other Person for any reason whatsoever (including without limitation any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof, whether or not resulting from accident and whether or not without fault on the part of Borrower or any other Person; (12) any merger or consolidation of Borrower or Guarantor into or with any other Person, or any sale, lease or transfer of any of the assets of Borrower or Guarantor to any other Person; (13) any compromise, settlement, release, renewal, extension, indulgence, change in amendment to or waiver or modification of any Obligation, or any failure to mitigate damages, or any release or discharge, by operation of law or otherwise, of Guarantor, Borrower or any other Person from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or any other Guaranteed Document; (14) any transfer or permitted assignment by Borrower or any Guaranteed Party, or their successors or assigns of its interest, or any part thereof, in and to any Guaranteed Document or the Aircraft or the assignment or transfer of any rights relating to any Obligation contained in any Guaranteed Document, including, without limitation, the full or partial assignment of any of the Guaranteed Documents or the Aircraft; (15) any defense, set-off, cross-claim or counterclaim which may at any time be available to or asserted against Borrower or Guarantor; (16) any misrepresentation or breach of warranty made by Borrower in any Guaranteed Document or in any certificate or document delivered in connection therewith; (17) the genuineness, legality, validity or enforceability of any Guaranteed Document, or of any assignment or termination of any Guaranteed Document; and (18) any other condition or circumstance that might otherwise constitute a legal or equitable discharge, release, counterclaim, offset or defense of a surety or guarantor, or that might otherwise limit recourse against Guarantor, including, without limitation, any discharge, release, defense or limitation arising out of any laws of the United States of America or any State thereof or any Governmental Authority having jurisdiction thereover that would either exempt, modify or delay the due or punctual payment and performance of the obligations of Guarantor hereunder, it being agreed that the obligations of Guarantor hereunder shall not be discharged except by payment or performance as herein provided. To the fullest extent permitted by applicable law, Guarantor hereby waives and agrees not to assert any of the foregoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, it is understood that repeated and successive demands and recoveries may be made hereunder as and when, from time to time, there shall be a Default or Event of Default by Borrower under the terms of any Guaranteed Document, and that this Guaranty shall remain in force and effect and shall apply to each and every subsequent Default or Event of Default. No failure or delay in exercising any right under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of the Guaranteed Party under this Guaranty or the Guaranteed Documents.

Absolute Guarantee. To the fullest extent permitted under applicable law, the Guarantor understands and agrees that its obligations of Guarantor hereunder shall be continuing, absolute and unconditional, shall be continuing and remain in full force and effect until final and irrevocable payment, performance or observance in full of all of the Obligations has occurred and shall not, in any manner, be affected by (i) by, and Guarantor hereby waives any action taken or not taken by any Guaranteed Party or any other Person or by (ii) any lack of prior enforcement or retention of any rights against Borrower or Guarantor or by (iii) any illegality, unenforceability or invalidity of (A) the Obligations or the Guaranteed Documents, (B) any other guarantee or other obligations, or (C) any other agreement or instrument referred to herein or therein, or by (iv) any substitution, release or exchange of any other guarantee of, or security for, any of the Obligations, or by (v) any other circumstance or condition (whether or not Guarantor or Borrower shall have any knowledge or notice thereof), including without limitation: (1) to the extent not covered in Section 5 below, any termination, amendment or modification of, or deletion from, or addition or supplement defense to, or other change in any of the Guaranteed Documentsright to seek discharge of, the Obligations or any other instrument or agreement applicable to any of the parties to such agreementsits obligations hereunder with respect to, any assignment, mortgage or transfer of any thereof or of any interest therein, or to any leasing or subleasing or any registration or re-registration of the Aircraft or any substitution of any Airframe or any Engine; (2) any failure, omission or delay on the part of Borrower or any other Person to conform or comply with any term of any Guaranteed Document; (3) any exercise, delay in the exercise, or nonexercise of any right, remedy, power or privilege under or in respect of any Guaranteed Document or any obligation or liability contained therein; (4) any waiver by any Guaranteed Party, or their successors or assigns, of the performance or observance by Borrower of any Obligation, or of any payment, Default or Event of Default, or breach or failure to perform under any Guaranteed Document; (5a) any extension or renewal of time or forbearance for payment of any Financial Obligation or for performance of any other Obligation; (b) any modification of, or of the time for performance of amendment or supplement to, any other obligations, covenants or agreements under or arising out of any Guaranteed DocumentOperative Agreement; (6c) the any exchange, surrender, substitution surrender or modification of any collateral security for any of the Obligations, or any furnishing or acceptance of additional security, or any release of any security, for the obligations of Borrower under the Guaranteed Documents, or the failure of any security or the failure of any Person to perfect any interest in any collateral securityObligations; (7d) any failurewaiver, omission or delay on the part of any Guaranteed Party, or their successors or assigns (x) to give Guarantor notice of any Default, Event of Default, breach consent or other failure action or inaction or any exercise or non-exercise of performance under any Guaranteed Document or (y) to enforce, assert or exercise any right, remedy or power or remedy conferred on it in this Guaranty; (8) any other failure, omission or delay on the part of any Guaranteed Party in connection with any Guaranteed Document, or any other action on the part of the Guaranteed Party; (9) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, general assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities or similar proceedings with respect to Borrower, Guarantor, any other Person or any change in the structure of their respective properties or creditors, or the disaffirmance with respect to Borrower of Borrower; (e) any change in ownership of the Guaranteed Documents in any such proceeding or any action taken by any trustee or receiver or by any court in any such proceeding; (10) any limitation on Borrower’s liability or the Obligations (or the liabilities and obligations shares of any other Person) by cancellation, discharge, termination, frustration, irregularity, invalidity or unenforceability, in whole or in part, of any of the Guaranteed Documents; (11) any defect in the title, compliance with specifications, condition, design, operation or fitness for use of, or any damage to or loss or destruction of, the Aircraft, or any interruption or cessation in the use of the Aircraft or any portion thereof by Borrower or any other Person for any reason whatsoever (including without limitation any governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof, whether or not resulting from accident and whether or not without fault on the part capital stock of Borrower or any other Person; (12) any merger or consolidation of Borrower or Guarantor into or with any other Personperson; (f) any assignment, or any saletransfer, lease or transfer of any of the assets of Borrower or Guarantor to any other Person; (13) any compromise, settlement, release, renewal, extension, indulgence, change in amendment to or waiver or modification of any Obligation, or any failure to mitigate damages, or any release or discharge, by operation of law or otherwise, of Guarantor, Borrower or any other Person from the performance or observance of any obligation, covenant or agreement contained in this Guaranty or any other Guaranteed Document; (14) any transfer or permitted assignment arrangement by Borrower or any Guaranteed Party, Party (or their successors any successor or assigns assign thereof) of its interest, or any part thereof, in and to any Guaranteed Document Operative Agreement or the Aircraft or any part thereof or the assignment or and transfer of any rights relating to any Obligation contained in Obligation; (g) any Guaranteed Documentillegality, includingunenforceability or invalidity of any Operative Agreement, without limitation, the full or partial assignment of any of the Guaranteed Documents Obligations or the Aircraftany collateral security therefor; (15h) any defensesubstitution, set-offrelease or exchange of any other guarantee of, cross-claim or counterclaim which may security for, any of the Obligations at any time be available or from time to time held by any Guaranteed Party, or (i) any other circumstance or condition whatsoever (with or without notice to or asserted against knowledge of Borrower or Guarantor; (16) any misrepresentation or breach of warranty made by Borrower in any Guaranteed Document or in any certificate or document delivered in connection therewith; (17) the genuineness, legality, validity or enforceability of any Guaranteed Documentthat constitutes, or might be construed to constitute, an equitable or legal discharge of any assignment Borrower or termination the Obligations or of any Guaranteed Document; Guarantor under this Guaranty, except final and (18) any other condition or circumstance that might otherwise constitute a legal or equitable discharge, release, counterclaim, offset or defense of a surety or guarantor, or that might otherwise limit recourse against Guarantor, including, without limitation, any discharge, release, defense or limitation arising out of any laws of the United States of America or any State thereof or any Governmental Authority having jurisdiction thereover that would either exempt, modify or delay the due or punctual irrevocable payment and performance in full of the obligations of Guarantor hereunder, it being agreed that Obligations in accordance with the obligations of Guarantor hereunder shall not be discharged except by payment or performance as herein provided. To the fullest extent permitted by applicable law, Guarantor hereby waives terms and agrees not to assert any conditions of the foregoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, it is understood that repeated and successive demands and recoveries may be made hereunder as and when, from time to time, there shall be a Default or Event of Default by Borrower under the terms of any Guaranteed Document, and that this Guaranty shall remain in force and effect and shall apply to each and every subsequent Default or Event of DefaultOperative Agreements. No failure or delay or lack of demand, notice or diligence or course of dealing in exercising any right under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of the Guaranteed Party under this Guaranty or the Guaranteed Documentsother Operative Agreements.

Absolute Guarantee. To the fullest extent permitted Guarantor’s obligations under applicable law, the obligations of Guarantor hereunder this Guarantee shall be absolute absolute, continuing, and unconditional, shall be continuing and remain in full force and effect until final and irrevocable payment, performance performance, or observance in full of all of the Obligations has occurred Obligations, and shall not, in any manner, not be affected by (i) any action taken or not taken by any Guaranteed Party or any other Person or Party, by (ii) any lack of prior enforcement or retention of any rights against Borrower or Guarantor or Guarantor, by (iii) any illegality, unenforceability unenforceability, or invalidity of (A) the Obligations or the Guaranteed Documents, (B) by any other guarantee or other obligations, or (C) any other agreement or instrument referred to herein or therein, or by (iv) any substitution, release or exchange of any other guarantee of, or security for, any of the Obligations, or by (v) any other circumstance or condition (whether or not Guarantor or Borrower shall have any knowledge or notice thereof), including including, without limitation: (1) to the extent not covered in Section 5 below, any termination, amendment or modification ofamendment, modification, or deletion fromother change in, or addition or supplement to, or other change in any of the Guaranteed Documents, the Obligations Documents or any other instrument agreement, or agreement applicable to the Aircraft or any of the parties to such agreementspart thereof, or any assignment, mortgage mortgage, or transfer of any thereof or of any interest thereinthereof, or to any leasing or subleasing of or any registration or re-registration of the Aircraft or any substitution of any Airframe or any Engine; (2) any failure, omission or delay on the part of Borrower or any other Person to conform or comply with any term of any Guaranteed Document; (3) any exercise, delay in the exercise, or nonexercise of any right, remedy, power or privilege under or in respect of any Guaranteed Document or any obligation or liability contained therein; (4) any waiver by any Guaranteed Party, or their successors or assigns, of the performance or observance by Borrower of any Obligation, or of any payment, Default or Event of Default, or breach or failure to perform under any Guaranteed Document; (5) any extension or renewal of time or forbearance for payment of any Financial Obligation or for performance of any other Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Guaranteed Document; (6) the exchange, surrender, substitution or modification of any collateral security for any of the ObligationsAircraft, or any furnishing or acceptance of additional security, or any release of any security, for the obligations of Borrower under the Guaranteed Documents, or the failure of any security or the any failure of any Person to perfect any interest in any collateral securitygiven by Borrower under the Guaranteed Documents; (72) any failure, omission omission, or delay on the part of any Person to conform or comply with any term of any Guaranteed PartyDocument or any other agreement, including failure to give notice to Guarantor of the occurrence of a Default; (3) any waiver of the payment, performance, or their successors or assigns (x) to give Guarantor notice observance of any Defaultof the obligations, Event of Defaultconditions, breach covenants, or agreements contained in any Guaranteed Document or any other agreement or any other waiver, consent, extension, indulgence, compromise, settlement, release, or other failure action or inaction under or in respect of performance any Guaranteed Document, or any exercise or nonexercise of any right or remedy under any Guaranteed Document or (y) to enforceany obligation or liability of Borrower or any Guaranteed Party, assert or any exercise or nonexercise of any right, power remedy, power, or remedy conferred on it privilege under or in this Guarantyrespect of any Guaranteed Document or any such obligation or liability; (8) 4) any other extension of time for payment or performance of any Obligation; (5) the exchange, modification, substitution, or surrender of any collateral; (6) any failure, omission omission, or delay on the part of any Guaranteed Party to enforce, assert, or exercise any right, power, or remedy conferred on it in connection with any Guaranteed Document, or any other action on the part of the any Guaranteed Party; (97) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, general assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities liabilities, or similar proceedings proceeding with respect to Borrower, Guarantor, or any other Person or any of their respective properties or creditors, or the disaffirmance with respect to Borrower in whole or in part of any of the Guaranteed Documents in any such proceeding proceeding, or any action taken by any trustee or receiver or by any court in any such proceeding; (10) 8) any limitation on Borrower’s liability or the Obligations obligations (or the liabilities and obligations of any other Person) by cancellation, or any discharge, termination, cancellation, frustration, irregularity, invalidity invalidity, or unenforceability, in whole or in part, of any of the Guaranteed DocumentsDocuments or any other agreement; (119) any defect in the title, compliance with specifications, condition, design, operation operation, or fitness for use ofof the Aircraft, or any damage to or loss or destruction of, of the Aircraft, or any interruption or cessation in of the use of the Aircraft or any portion thereof by Borrower or any other Person for any reason whatsoever (including without limitation any force majeure and any act of a governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof, whether or not resulting from accident and whether or not without fault on the part of Borrower or any other Person); (1210) any merger or consolidation of Borrower or Guarantor into or with any other Personcorporation, or any sale, lease lease, or other transfer of any of the assets of Borrower or Guarantor to any other PersonPerson or any change in the ownership of Guarantor or Borrower or in the control of any such owner; (1311) any compromiseto the extent permitted by law, settlement, release, renewal, extension, indulgence, change in amendment to or waiver or modification of any Obligation, or any failure to mitigate damages, or any release or discharge, by operation of law or otherwiselaw, of Guarantor, Borrower or any other Person Guarantor from the performance or observance of any obligation, covenant covenant, or agreement contained in this Guaranty or any other Guaranteed Document; (14) any transfer or permitted assignment by Borrower or any Guaranteed Party, or their successors or assigns of its interest, or any part thereof, in and to any Guaranteed Document or the Aircraft or the assignment or transfer of any rights relating to any Obligation contained in any Guaranteed Document, including, without limitation, the full or partial assignment of any of the Guaranteed Documents or the Aircraft; (15) any defense, set-off, cross-claim or counterclaim which may at any time be available to or asserted against Borrower or Guarantor; (16) any misrepresentation or breach of warranty made by Borrower in any Guaranteed Document or in any certificate or document delivered in connection therewith; (17) the genuineness, legality, validity or enforceability of any Guaranteed Document, or of any assignment or termination of any Guaranteed DocumentGuarantee; and (1812) any other condition or circumstance that which might otherwise constitute a legal or equitable discharge, release, counterclaim, offset or defense of a surety or guarantor, or that which might otherwise limit recourse against Guarantor, including, without limitation, including any discharge, release, defense defense, or limitation arising out of any laws of the United States of America or any State state thereof or any Governmental Authority other Government Entity having jurisdiction authority thereover that which would either exempt, modify modify, or delay the due or punctual payment and performance of the obligations of Guarantor hereunder, it being agreed that hereunder (the obligations of Guarantor hereunder shall not be discharged being dischargeable except by payment or performance as herein provided. To the fullest extent permitted by applicable law, Guarantor hereby waives and agrees not to assert any of the foregoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, it is understood that repeated and successive demands and recoveries may be made hereunder as and when, from time to time, there shall be a Default or Event of Default by Borrower under the terms of any Guaranteed Document, and that this Guaranty shall remain in force and effect and shall apply to each and every subsequent Default or Event of Defaultperformance). No failure or delay in exercising any right under this Guaranty Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of the any Guaranteed Party under this Guaranty Guarantee or the Guaranteed Documents.

Absolute Guarantee. To the fullest extent permitted The Guarantor’s obligations under applicable law, the obligations of Guarantor hereunder this Guaranty shall be absolute and unconditional, shall be continuing and remain in full force and effect until final and irrevocable payment, performance performance, or observance in full of all of the Obligations has occurred Obligations, and shall not, in any manner, not be affected by (i) any action taken or not taken by any Guaranteed Party or any other Person or Party, by (ii) any lack of prior enforcement or retention of any rights against the Borrower or Guarantor or the Guarantor, by (iii) any illegality, unenforceability unenforceability, or invalidity of (A) the Obligations or the Guaranteed Documents, (B) by any other guarantee guaranty or other obligations, or (C) any other agreement or instrument referred to herein or therein, or by (iv) any substitution, release or exchange of any other guarantee of, or security for, any of the Obligations, or by (v) any other circumstance or condition (whether or not the Guarantor or the Borrower shall have any knowledge or notice thereof), including without limitationincluding: (1) to the extent not covered in Section 5 below, any termination, amendment or modification ofamendment, modification, or deletion fromother change in, or addition or supplement to, or other change in any of the Guaranteed Documents, the Obligations Documents or any other instrument agreement, or agreement applicable to the Collateral or any of the parties to such agreementspart thereof, or any assignment, mortgage mortgage, or transfer of any thereof or of any interest thereinthereof, or to any leasing or subleasing of any Collateral or any registration or re-registration of the Aircraft or any substitution of any Airframe or any Engine; (2) any failure, omission or delay on the part of Borrower or any other Person to conform or comply with any term of any Guaranteed Document; (3) any exercise, delay in the exercise, or nonexercise of any right, remedy, power or privilege under or in respect of any Guaranteed Document or any obligation or liability contained therein; (4) any waiver by any Guaranteed Party, or their successors or assigns, of the performance or observance by Borrower of any Obligation, or of any payment, Default or Event of Default, or breach or failure to perform under any Guaranteed Document; (5) any extension or renewal of time or forbearance for payment of any Financial Obligation or for performance of any other Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Guaranteed Document; (6) the exchange, surrender, substitution or modification of any collateral security for any of the Obligationsthereof, or any furnishing or acceptance of additional security, or any release of any security, for the obligations of the Borrower under the Guaranteed Documents, or the failure of any security or the any failure of any Person to perfect any interest in any collateral securitygiven by the Borrower under the Guaranteed Documents; (72) any failure, omission omission, or delay on the part of any Person to conform or comply with any term of any Guaranteed PartyDocument or any other agreement, including failure to give notice to the Guarantor of the occurrence of an Event of Default or Potential Default; (3) any waiver of the payment, performance, or their successors or assigns (x) to give Guarantor notice observance of any Defaultof the obligations, Event of Defaultconditions, breach covenants, or agreements contained in any Guaranteed Document or any other agreement or any other waiver, consent, extension, indulgence, compromise, settlement, release, or other failure action or inaction under or in respect of performance any Guaranteed Document, or any exercise or nonexercise of any right or remedy under any Guaranteed Document or (y) to enforceany obligation or liability of the Borrower or any Guaranteed Party, assert or any exercise or nonexercise of any right, power remedy, power, or remedy conferred on it privilege under or in this Guarantyrespect of any Guaranteed Document or any such obligation or liability; (8) 4) any other extension of time for payment or performance of any Obligation; (5) the exchange, modification, substitution, or surrender of any collateral; (6) any failure, omission omission, or delay on the part of any Guaranteed Party to enforce, assert, or exercise any right, power, or remedy conferred on it in connection with any Guaranteed Document, or any other action on the part of the any Guaranteed Party; (97) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, general assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities liabilities, or similar proceedings proceeding with respect to the Borrower, the Guarantor, or any other Person or any of their respective properties or creditors, or the disaffirmance with respect to Borrower in whole or in part of any of the Guaranteed Documents in any such proceeding proceeding, or any action taken by any trustee or receiver or by any court in any such proceeding; (10) 8) any limitation on the Borrower’s liability or the Obligations obligations (or the liabilities and obligations of any other Person) by cancellation, or any discharge, termination, cancellation, frustration, irregularity, invalidity invalidity, or unenforceability, in whole or in part, of any of the Guaranteed DocumentsDocuments or any other agreement; (119) any defect in the title, compliance with specifications, condition, design, operation operation, or fitness for use ofof any Collateral or any part thereof, or any damage to or loss or destruction of, the Aircraftof any Collateral or any part thereof, or any interruption or cessation in of the use of the Aircraft any Collateral or any portion part thereof by Borrower or any other Person for any reason whatsoever (including without limitation any governmental force majeure and any act of a Governmental Authority or military authority, or any act of God or of the public enemy) regardless of the duration thereof, whether or not resulting from accident and whether or not without fault on the part of Borrower or any other Person); (1210) any merger or consolidation of the Borrower or the Guarantor into or with any other Personcorporation, or any sale, lease lease, or other transfer of any of the assets of the Borrower or the Guarantor to any other PersonPerson or any change in the ownership of the Guarantor or in the control of any such owner; (1311) any compromiseto the extent permitted by law, settlement, release, renewal, extension, indulgence, change in amendment to or waiver or modification of any Obligation, or any failure to mitigate damages, or any release or discharge, by operation of law or otherwiselaw, of Guarantor, Borrower or any other Person the Guarantor from the performance or observance of any obligation, covenant covenant, or agreement contained in this Guaranty or any other Guaranteed Document; (14) any transfer or permitted assignment by Borrower or any Guaranteed Party, or their successors or assigns of its interest, or any part thereof, in and to any Guaranteed Document or the Aircraft or the assignment or transfer of any rights relating to any Obligation contained in any Guaranteed Document, including, without limitation, the full or partial assignment of any of the Guaranteed Documents or the Aircraft; (15) any defense, set-off, cross-claim or counterclaim which may at any time be available to or asserted against Borrower or Guarantor; (16) any misrepresentation or breach of warranty made by Borrower in any Guaranteed Document or in any certificate or document delivered in connection therewith; (17) the genuineness, legality, validity or enforceability of any Guaranteed Document, or of any assignment or termination of any Guaranteed DocumentGuaranty; and (1812) any other condition or circumstance that which might otherwise constitute a legal or equitable discharge, release, counterclaim, offset or defense of a surety or guarantor, or that which might otherwise limit recourse against the Guarantor, including, without limitation, including any discharge, release, defense defense, or limitation arising out of any laws of the United States of America or any State state thereof or any other Governmental Authority having jurisdiction authority thereover that which would either exempt, modify modify, or delay the due or punctual payment and performance of the obligations of the Guarantor hereunder, hereunder (it being agreed that the obligations of the Guarantor hereunder shall not be discharged except by payment or performance as herein provided. To the fullest extent permitted by applicable law, Guarantor hereby waives and agrees not to assert any of the foregoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, it is understood that repeated and successive demands and recoveries may be made hereunder as and when, from time to time, there shall be a Default or Event of Default by Borrower under the terms of any Guaranteed Document, and that this Guaranty shall remain in force and effect and shall apply to each and every subsequent Default or Event of Defaultperformance). No failure or delay in exercising any right under this Guaranty shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of the any Guaranteed Party under this Guaranty or the Guaranteed Documents.

Absolute Guarantee. To the fullest extent permitted Holdings's obligations under applicable law, the obligations of Guarantor hereunder this Guarantee shall be absolute and unconditional, shall be continuing and remain in full force and effect until final and irrevocable payment, performance performance, or observance in full of all of the Obligations has occurred Obligations, and shall not, in any manner, not be affected by (i) any action taken or not taken by any Guaranteed Party or any other Person or Party, by (ii) any lack of prior enforcement or retention of any rights against Borrower Company or Guarantor or Holdings, by (iii) any illegality, unenforceability unenforceability, or invalidity of (A) the Obligations or the Guaranteed DocumentsDocument, (B) by any other guarantee or other obligations, or (C) any other agreement or instrument referred to herein or therein, or by (iv) any substitution, release or exchange of any other guarantee of, or security for, any of the Obligations, or by (v) any other circumstance or condition (whether or not Guarantor Holdings or Borrower Company shall have any knowledge or notice thereof), including without limitationincluding: (1) to the extent not covered in Section 5 below, any termination, amendment or modification ofamendment, modification, or deletion fromother change in, or addition or supplement to, or other change in any of the Guaranteed Documents, the Obligations or any other instrument or agreement applicable to any of the parties to such agreements, any assignment, mortgage or transfer of any thereof or of any interest therein, or to any leasing or subleasing or any registration or re-registration of the Aircraft or any substitution of any Airframe or any Engine; (2) any failure, omission or delay on the part of Borrower or any other Person to conform or comply with any term of any Guaranteed Document; (3) any exercise, delay in the exercise, or nonexercise of any right, remedy, power or privilege under or in respect of any Guaranteed Document or any obligation or liability contained therein; (4) any waiver by any Guaranteed Party, or their successors or assigns, of the performance or observance by Borrower of any Obligation, or of any payment, Default or Event of Default, or breach or failure to perform under any Guaranteed Document; (5) any extension or renewal of time or forbearance for payment of any Financial Obligation or for performance of any other Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Guaranteed Document; (6) the exchange, surrender, substitution or modification of any collateral security for any of the Obligationsagreement, or any furnishing or acceptance of additional security, or any release of any security, for the obligations of Borrower Company under the Guaranteed DocumentsDocument, or the failure of any security or the any failure of any Person to perfect any interest in any collateral securitygiven by Company under the Guaranteed Document; (72) any failure, omission omission, or delay on the part of any Person to conform or comply with any term of the Guaranteed Document or any other agreement, (3) any waiver of the payment, performance, or observance of any of the obligations, conditions, covenants, or agreements contained in the Guaranteed Document or any other agreement or any other waiver, consent, extension, indulgence, compromise, settlement, release, or other action or inaction under or in respect of the Guaranteed Document, or any exercise or nonexercise of any right or remedy under the Guaranteed Document or any obligation or liability of Company or any Guaranteed Party, or their successors any exercise or assigns (x) to give Guarantor notice nonexercise of any Defaultright, Event remedy, power, or privilege under or in respect of Default, breach or other failure of performance under any the Guaranteed Document or (y) to enforce, assert any such obligation or exercise any right, power or remedy conferred on it in this Guarantyliability; (8) 4) any other extension of time for payment or performance of any Obligation; (5) the exchange, modification, substitution, or surrender of any collateral; (6) any failure, omission omission, or delay on the part of any Guaranteed Party to enforce, assert, or exercise any right, power, or remedy conferred on it in connection with any the Guaranteed Document, or any other action on the part of the any Guaranteed Party; (97) any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, general assignment for the benefit of creditors, composition, receivership, conservatorship, custodianship, liquidation, marshalling of assets and liabilities liabilities, or similar proceedings proceeding with respect to BorrowerCompany, GuarantorHoldings, or any other Person or any of their respective properties or creditors, or the disaffirmance with respect to Borrower in whole or in part of any of the Guaranteed Documents Document in any such proceeding proceeding, or any action taken by any trustee or receiver or by any court in any such proceeding; (10) 8) any limitation on Borrower’s Company's liability or the Obligations obligations (or the liabilities and obligations of any other Person) by cancellation, or any discharge, termination, cancellation, frustration, irregularity, invalidity invalidity, or unenforceability, in whole or in part, of any of the Guaranteed DocumentsDocument or any other agreement; (119) any defect in the title, compliance with specifications, condition, design, operation operation, or fitness for use ofof the New Aircraft, or any damage to or loss or destruction of, of the Aircraft, or any interruption or cessation in of the use of the Aircraft or any portion thereof by Borrower or any other Person for any reason whatsoever (including without limitation any force majeure and any act of a governmental or military authority, or any act of God or of the public enemy) regardless of the duration thereof, whether or not resulting from accident and whether or not without fault on the part of Borrower or any other Person); (1210) any merger or consolidation of Borrower Company or Guarantor Holdings into or with any other Personcorporation, or any sale, lease lease, or other transfer of any of the assets of Borrower Company or Guarantor Holdings to any other PersonPerson or any change in the ownership of Holdings or in the control of any such owner; (1311) any compromiseto the extent permitted by law, settlement, release, renewal, extension, indulgence, change in amendment to or waiver or modification of any Obligation, or any failure to mitigate damages, or any release or discharge, by operation of law or otherwiselaw, of Guarantor, Borrower or any other Person Holdings from the performance or observance of any obligation, covenant covenant, or agreement contained in this Guaranty or any other Guaranteed Document; (14) any transfer or permitted assignment by Borrower or any Guaranteed Party, or their successors or assigns of its interest, or any part thereof, in and to any Guaranteed Document or the Aircraft or the assignment or transfer of any rights relating to any Obligation contained in any Guaranteed Document, including, without limitation, the full or partial assignment of any of the Guaranteed Documents or the Aircraft; (15) any defense, set-off, cross-claim or counterclaim which may at any time be available to or asserted against Borrower or Guarantor; (16) any misrepresentation or breach of warranty made by Borrower in any Guaranteed Document or in any certificate or document delivered in connection therewith; (17) the genuineness, legality, validity or enforceability of any Guaranteed Document, or of any assignment or termination of any Guaranteed DocumentGuarantee; and (1812) any other condition or circumstance that which might otherwise constitute a legal or equitable discharge, release, counterclaim, offset or defense of a surety or guarantorHoldings, or that which might otherwise limit recourse against GuarantorHoldings, including, without limitation, including any discharge, release, defense defense, or limitation arising out of any laws of the United States of America or any State state thereof or any Governmental Authority other Government Entity having jurisdiction authority thereover that which would either exempt, modify modify, or delay the due or punctual payment and performance of the obligations of Guarantor hereunder, it being agreed that Holdings hereunder (the obligations of Guarantor Holdings hereunder shall not be discharged being dischargeable except by payment or performance as herein provided. To the fullest extent permitted by applicable law, Guarantor hereby waives and agrees not to assert any of the foregoing occurrences as a defense to its obligations hereunder. Without limiting the foregoing, it is understood that repeated and successive demands and recoveries may be made hereunder as and when, from time to time, there shall be a Default or Event of Default by Borrower under the terms of any Guaranteed Document, and that this Guaranty shall remain in force and effect and shall apply to each and every subsequent Default or Event of Defaultperformance). No failure or delay in exercising any right under this Guaranty Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right of the any Guaranteed Party under this Guaranty Guarantee or the Guaranteed DocumentsDocument.