Common use of Waiver of Certain Rights by Guarantor Clause in Contracts

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations; 2. any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance), whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (d) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance). (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations;; or 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, that the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (d) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) all statutes of limitation as a defense to any action brought by the Lessor against the Guarantor; (b) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of all or any part of the Guaranteed Obligations or any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations; 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees Lessee or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (iii) any disability or any other defense of any the Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (bc) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any the Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (cd) all rights of subrogation, all rights to enforce any remedy that the Lessor now or hereafter has against the Lessee or any other Person, and any benefit of, and right to participate in, any security now or hereafter held by the Lessor with respect to the Guaranteed Obligations; (e) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (df) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (fg) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations; 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided thatprovided, that the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (d) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance). (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) all statutes of limitation as a defense to any action brought by the Lessor against the Guarantor; (b) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of all or any part of the Guaranteed Obligations or any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations;; or 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees Lessee or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (bc) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; or (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations. (d) all rights of subrogation, all rights to enforce any remedy that the Lessor now or hereafter has against any Lessee or any other Person, and any benefit of, and right to participate in, any security now or hereafter held by the Lessor with respect to the Guaranteed Obligations; (ce) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (df) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (fg) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations or any impairment of collateral securing the Guaranteed Obligations;; or 2. (ii) any act or omission of the Group IV Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Group IV Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, PROVIDED that the Guarantor’s 's liability in respect of this Guaranty shall be released to the extent the Group IV Lessor expressly releases such Group IV Lessee or other Person, in a writing conforming to the requirements of Section SECTION 22, from any Guaranteed Obligationsobligations with respect to any of the foregoing; or 3. (iii) any disability or any other defense of any Group IV Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Group IV Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Group IV Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (d) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Group IV Lessee; and (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense hereunder in respect of payment or performance)the Guaranteed Obligations. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations; 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, that the Guarantor’s 's liability in respect of this Guaranty shall be released to the extent the Lessor expressly voluntarily releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, Person from any Guaranteed Obligationsobligations with respect to any of the foregoing; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) all rights of subrogation, all rights to enforce any remedy that the Lessor now or hereafter has against any Lessee or any other Person, and any benefit of, and right to participate in, any security now or hereafter held by the Lessor with respect to the Guaranteed Obligations; (d) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (de) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations;; or 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, that the Guarantor’s 's liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (d) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) all statutes of limitation as a defense to any action brought by the Lessor against the Guarantor; (b) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of all or any part of the Guaranteed Obligations or any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security secu- rity for the Guaranteed Obligations;; or 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees Lessee or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (bc) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; or (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (cd) all rights of subrogation, all rights to enforce any remedy that the Lessor now or hereafter has against any Lessee or any other Person, and any benefit of, and right to participate in, any security now or hereafter held by the Lessor with respect to the Guaranteed Obligations; (e) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (df) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (fg) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) all statutes of limitation as a defense to any action brought by the Lessor against the Guarantor; (b) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of all or any part of the Guaranteed Obligations or any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations;; or 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees Lessee or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (iii) any disability or any other defense of any the Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Guar- anteed Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (bc) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any the Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (cd) all rights of subrogation, all rights to enforce any remedy that the Lessor now or hereafter has against the Lessee or any other Person, and any benefit of, and right to participate in, any security now or hereafter held by the Lessor with respect to the Guaranteed Obligations; (e) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (df) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (fg) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations or any impairment of collateral securing the Guaranteed Obligations;; or 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, that the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligationsobligations with respect to any of the foregoing; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (d) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense hereunder in respect of payment or performance)the Guaranteed Obligations. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) all statutes of limitation as a defense to any action brought by the Lessor against the Guarantor; (b) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of all or any part of the Guaranteed Obligations or any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations;; or 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (bc) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (cd) all rights of subrogation, all rights to enforce any remedy that the Lessor now or hereafter has against any Lessee or any other Person, and any benefit of, and right to participate in, any security now or hereafter held by the Lessor with respect to the Guaranteed Obligations; (e) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (df) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (fg) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations; 2. any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance), whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (d) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; andand WEIL:\95390749\1\99910.6247 (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance). (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) all statutes of limitation as a defense to any action brought by the Lessor against the Guarantor; (b) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of all or any part of the Guaranteed Obligations or any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations;; or 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (bc) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations. (d) all rights of subrogation, all rights to enforce any remedy that the Lessor now or hereafter has against any Lessee or any other Person, and any benefit of, and right to participate in, any security now or hereafter held by the Lessor with respect to the Guaranteed Obligations; (ce) presentment, demand, protest and notice of any kind, ,including without limitation notices of default and notice of acceptance of this Guaranty; (df) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (fg) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations; 2. any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 2222 (Survivability), from any Guaranteed Obligations; or 3. any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance), whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (d) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance). (g) Except as provided in Section 11.711.7 (Third-Party Beneficiaries), nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent, the Vehicle-Only Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (ai) any defense to its obligations under this Guaranty based upon: 1. (A) the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations;; or 2. (B) any act or omission of the Lessor Chrysler or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (C) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (bii) any right (whether now or hereafter existing) to require the LessorChrysler, as a condition to the enforcement of this Guaranty, to: 1. (A) accelerate the Guaranteed Obligations; (B) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (C) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (ciii) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (div) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (fv) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations;; or 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided that, that the Guarantor’s 's liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligationsobligations with respect to any of the foregoing; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (d) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance)hereunder. (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.

Waiver of Certain Rights by Guarantor. The Guarantor hereby waives each of the following to the fullest extent allowed by law: (a) any defense to its obligations under this Guaranty based upon: 1. (i) the unenforceability or invalidity of any security or other guaranty for the Guaranteed Obligations or the lack of perfection or failure of priority of any security for the Guaranteed Obligations;; or 2. (ii) any act or omission of the Lessor or any other Person (other than a defense of payment or performance) that directly or indirectly results in the discharge or release of any of the Lessees or any other Person or any of the Guaranteed Obligations or any security therefor; provided thatprovided, that the Guarantor’s liability in respect of this Guaranty shall be released to the extent the Lessor expressly releases such Lessee or other Person, in a writing conforming to the requirements of Section 22, from any Guaranteed Obligations; or 3. (iii) any disability or any other defense of any Lessee or any other Person with respect to the Guaranteed Obligations (other than a defense of payment or performance)Obligations, whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor-relief proceeding, or from any other cause; (b) any right (whether now or hereafter existing) to require the Lessor, as a condition to the enforcement of this Guaranty, to: 1. (i) accelerate the Guaranteed Obligations; (ii) give notice to the Guarantor of the terms, time and place of any public or private sale of any security for the Guaranteed Obligations; or 2. (iii) proceed against any Lessee, any other guarantor or any other Person, or proceed against or exhaust any security for the Guaranteed Obligations; (c) presentment, demand, protest and notice of any kind, including without limitation notices of default and notice of acceptance of this Guaranty; (d) all suretyship defenses and rights of every nature otherwise available under New York law and the laws of any other jurisdiction; (e) any right that the Guarantor has or may have to set-off with respect to any right to payment from any Lessee; and (f) all other rights and defenses the assertion or exercise of which would in any way diminish the liability of the Guarantor under this Guaranty (other than a defense of payment or performance). (g) Except as provided in Section 11.7, nothing express or implied in this Guaranty shall give any Person other than the Lessees, the Lessor, the Trustee, the Collateral Agent and the Guarantor any benefit or any legal or equitable right, remedy or claim under this Guaranty.