Common use of Unconditional Nature of Obligations Clause in Contracts

Unconditional Nature of Obligations. The obligations of the Guarantor contained in Section 2 above are direct, independent and primary obligations of the Guarantor and are absolute, present, unconditional and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any other action or any attempt to enforce performance of or compliance with the obligations, covenants or undertakings (including, without limitation, any payment obligations) of the Owner Participant and, without limitation, shall constitute a guaranty of payment and performance and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to the genuineness, validity, legality or enforceability of any of the Owner Participant Agreements or the lack of power or authority of the Owner Participant to enter into any of the Owner Participant Agreements or any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any other circumstance whatsoever (other than payment or performance) that might otherwise constitute a legal or equitable discharge of a surety or guarantor and shall not be subject to any right of set-off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Owner Participant or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Guaranty, or to be released, relieved or discharged from its obligations hereunder, and such obligations shall be neither affected or diminished for any reason whatsoever, including, without limitation, (i) any amendment or supplement to or modification of any Owner Participant Agreement, any extension or renewal of the Owner Participant's obligations under any Owner Participant Agreement, or any subletting, assignment or transfer of any Beneficiary's interest in the Owner Participant Agreements, (ii) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to the Owner Participant or any other Person, (iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or nonexercise of any right, remedy or power with respect to the Guaranteed Obligations or any of the Owner Participant Agreements, (v) any merger or consolidation of the Owner Participant or the Guarantor into or with any other Person, or any change in the structure of the Owner Participant or in the ownership of the Owner Participant by the Guarantor, (vi) any default, misrepresentation, negligence, misconduct or other action or inaction of any kind by any EXHIBIT A E-2 66 Beneficiary under or in connection with any Operative Document or any other agreement relating to this Guaranty, except to the extent that any such default, misrepresentation, negligence, misconduct or other action or inaction would limit the Guaranteed Obligations, (vii) any defect in the title, condition, design, operation or fitness of, or any interference with operation, use or possession of, the Aircraft, (viii) any failure to establish, perfect or preserve title to or any security interest in or to the Aircraft or any other collateral security for the Guaranteed Obligations, or (ix) any other circumstance whatsoever (except the complete payment and performance of the Guaranteed Obligations).

Unconditional Nature of Obligations. The obligations of the Guarantor contained in Section 2 above are direct, independent and primary obligations of the Guarantor and are absolute, present, unconditional and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any other action or any attempt to enforce performance of or compliance with the obligations, covenants or undertakings (including, without limitation, any payment obligations) of the Owner Participant Company and, without limitation, shall constitute a guaranty of payment and performance and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to the genuineness, validity, legality or enforceability of any of the Owner Participant Agreements or the lack of power or authority of the Owner Participant Company to enter into any of the Owner Participant Agreements or any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any other circumstance whatsoever (other than payment or performance) that might otherwise constitute a legal or equitable discharge of a surety or guarantor and shall not be subject to any right of set-off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Owner Participant Company or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Guaranty, or to be released, relieved or discharged from its obligations hereunder, and such obligations shall be neither affected or diminished for any reason whatsoever, including, without limitation, (i) any amendment or supplement to or modification of any Owner Participant Agreement, any extension or renewal of the Owner ParticipantCompany's obligations under any Owner Participant Agreement, or any subletting, assignment or transfer of the Company's or any Beneficiary's interest in the Owner Participant Agreements, (ii) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to the Owner Participant Company or any other Person, (iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or nonexercise of any right, remedy or power with respect to the Guaranteed Obligations or any of the Owner Participant Agreements, (v) any merger or consolidation of the Owner Participant Company or the Guarantor into or with any other Person, or any change in the structure of the Owner Participant Company or in the ownership of the Owner Participant Company by the Guarantor, (vi) any default, misrepresentation, negligence, misconduct or other action or inaction of any kind by any EXHIBIT A E-2 66 Beneficiary under or in connection with any Operative Document or any other agreement relating to this Guaranty, except to the extent that any such default, misrepresentation, negligence, misconduct or other action or inaction would limit the Guaranteed Obligations, (vii) any defect in the title, condition, design, operation or fitness of, or any interference with the operation, use or possession of, the Aircraft, (viii) any failure to establish, perfect or preserve title to or any security interest in or to the Aircraft or any other collateral security for the Guaranteed Obligations, or (ix) any other circumstance whatsoever (except the complete payment and performance of the Guaranteed Obligations).

Unconditional Nature of Obligations. The obligations of the Guarantor contained in Section 2 above are direct, independent and primary obligations of the Guarantor and are absolute, present, unconditional and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any other action or any attempt to enforce performance of or compliance with the obligations, covenants or undertakings (including, without limitation, any payment obligations) of the Owner Participant and, without limitation, shall constitute a guaranty of payment and performance and not of collection, binding upon the Guarantor and its successors and assigns and irrevocable without regard to the genuineness, validity, legality or enforceability of any of the Owner Participant Agreements or the lack of power or authority of the Owner Participant to enter into any of the Owner Participant Agreements or any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any other circumstance whatsoever (other than payment or performance) that might otherwise constitute a legal or equitable discharge of a surety or guarantor and shall not be subject to any right of set-off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Owner Participant or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Without limiting the generality of the foregoing, the Guarantor shall have no right to terminate this Guaranty, or to be released, relieved or discharged from its obligations hereunder, and such obligations shall be neither affected or diminished for any reason whatsoever, including, without limitation, (i) any amendment or supplement to or modification of any Owner Participant Agreement, any extension or renewal of the Owner Participant's obligations under any Owner Participant Agreement, or any subletting, assignment or transfer of any Beneficiary's interest in the Owner Participant Agreements, (ii) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to the Owner Participant or any other Person, (iii) any furnishing or acceptance of additional security or any exchange, surrender, substitution or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or nonexercise of any right, remedy or power with respect to the Guaranteed Obligations or any of the Owner Participant Agreements, (v) any merger or consolidation of the Owner Participant or the Guarantor into or with any other Person, or any change in the structure of the Owner Participant or in the ownership of the Owner Participant by the Guarantor, (vi) any default, misrepresentation, negligence, misconduct or other action or inaction of any kind by any EXHIBIT A E-2 66 65 Beneficiary under or in connection with any Operative Document or any other agreement relating to this Guaranty, except to the extent that any such default, misrepresentation, negligence, misconduct or other action or inaction would limit the Guaranteed Obligations, (vii) any defect in the title, condition, design, operation or fitness of, or any interference with operation, use or possession of, the Aircraft, (viii) any failure to establish, perfect or preserve title to or any security interest in or to the Aircraft or any other collateral security for the Guaranteed Obligations, or (ix) any other circumstance whatsoever (except the complete payment and performance of the Guaranteed Obligations).

Unconditional Nature of Obligations. The obligations of the Owner Participant Guarantor contained in Section 2 above are direct, independent and primary obligations of the Owner Participant Guarantor and are absolute, present, unconditional and continuing obligations and are not conditioned in any way upon the institution of suit or the taking of any other action or any attempt to enforce performance of or compliance with the obligations, covenants or undertakings (including, without limitation, any payment obligations) of the Owner Participant and, without limitation, shall constitute a guaranty of payment and performance and not of collection, binding upon the Owner Participant Guarantor and its successors and assigns and irrevocable without regard to the genuineness, validity, legality or enforceability of any of the Owner Participant Agreements or the lack of power or authority of the Owner Participant to enter into any of the Owner Participant Agreements or any substitution, release or exchange of any other guaranty or any other security for any of the Guaranteed Obligations or any other circumstance whatsoever (other than payment or performance) that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor and shall not be subject to any right of set-off, recoupment or counterclaim and are in no way conditioned or contingent upon any attempt to collect from the Owner Participant or any other entity or to perfect or enforce any security or upon any other condition or contingency or upon any other action, occurrence, or circumstance whatsoever. Without limiting the generality of the foregoing, the Owner Participant Guarantor shall have no right to terminate this Guaranty, or to be released, relieved or discharged from its obligations hereunder, and such obligations shall be neither affected or diminished for any reason whatsoever, including, without limitation, (i) any amendment or supplement to or modification of any Owner Participant AgreementAgreements, any extension or renewal of the Owner Participant's obligations under any Owner Participant AgreementAgreements, or any subletting, assignment or transfer of the Owner Participant's or any Beneficiary's interest in the Owner Participant Agreements, (ii) any bankruptcy, insolvency, readjustment, composition, liquidation or similar proceeding with respect to the Owner Participant or any other Person, (iii) any furnishing or acceptance of additional security or any exchange, surrendersubstitution, substitution surrender or release of any security, (iv) any waiver, consent or other action or inaction or any exercise or nonexercise of any right, remedy or power with respect to the Guaranteed Obligations or any of the Owner Participant Agreements, (v) any merger or consolidation of the Owner Participant or the Owner Participant Guarantor into or with any other Person, or any change in the structure of the Owner Participant or in the ownership of the Owner Participant by the Owner Participant Guarantor, (vi) any default, misrepresentation, negligence, misconduct or other action or inaction of any kind by any EXHIBIT A E-2 66 Beneficiary under or in connection with any Operative Document Agreement or any other agreement relating to this Guaranty, except to the extent that any such default, misrepresentation, negligence, misconduct or other action or inaction would limit the Guaranteed Obligations, (vii) any defect in the title, condition, design, operation or fitness of, or any interference with the operation, use or possession of, the Aircraft, (viii) any failure to establish, perfect or preserve title to or any security interest in or to the Aircraft or any other collateral security for the Guaranteed Obligations, or (ix) any other circumstance whatsoever (except the complete payment and performance of the Guaranteed Obligations).