Common use of GUARANTOR'S WAIVERS Clause in Contracts

GUARANTOR'S WAIVERS. The Guarantor waives any right to require the Beneficiary to: (i) make any claim or demand or proceed against any Person, including without limitation, the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations; (ii) make any claim or demand or proceed against or exhaust any security held from the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations or any other Person; (iii) pursue any other remedy in the Beneficiary's power; (iv) give notice of any default by the Trust Company or the Owner Trustee or to give notice of any matters affecting the Trust Company or the Owner Trustee (except to the extent provided in Section 2(c)); or (v) make any presentations or demands for performance, or give any notices of non-performance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Beneficiary as security, in connection with any other obligations or evidences of indebtedness which constitute in whole or in part the obligations guaranteed hereunder, or in connection with the creation of new or additional obligations. The Guarantor waives notice of acceptance of this Agreement by any Beneficiary. The Guarantor waives to the fullest extent possible under Applicable Law any defense based upon or arising by reason of: (i) any disability or other defense (other than of payment or performance) of the Trust Company or the Owner Trustee or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than final payment in full or performance, of all obligations of the Trust Company or the Owner Trustee guaranteed hereunder or of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of the Trust Company or the Owner Trustee, or any defect in the creation or existence of the Trust, the Trust Estate, the Trust Company or the Owner Trustee; (iv) the use by the Trust Company of the Aircraft or of the proceeds therefrom; (v) any act or omission by any Owner Participant which, directly or indirectly, results in or aids the discharge of the Trust Company or the Owner Trustee or any of its obligations guaranteed hereunder by operation of law or otherwise (other than of payment or performance); (vi) any act or omission of the Beneficiary which impairs any collateral for the obligations of the Trust Company or the Owner Trustee guaranteed hereunder including, without limitation, surrender, release, failure to perfect, or delay in perfection of, any security interest for such indebtedness, and the exchange, substitution, dealing with or taking additional collateral, or abstaining from taking advantage of or realizing upon any security interest or guaranty; (vii) any errors and omissions in connection with the administration by the Trust Company or the Owner Trustee guaranteed hereunder; or (viii) any modification of the Trust Agreement, in any form whatsoever, of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a), including any modification made after any attempted revocation hereof to any obligations incurred prior to any such attempted revocation, and including, without limitation, the renewal, extension, acceleration or other change in time for payment or performance of such obligations, or other change in the terms of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a) or any part thereof, including any increase or decrease in the amount of payment due or which may become due, or increase or decrease of the rate of interest thereon. Until all obligations of the Trust Company and the Owner Trustee guaranteed under Section 2(a) shall have been finally performed and paid in full, the Guarantor shall have no right of subrogation, and the Guarantor waives any defense the Guarantor may have based upon any election of remedies by the Beneficiary which impairs or destroys the Guarantor's subrogation rights or the Guarantor's right to proceed against the Trust Company or the Owner Trustee for reimbursement. Until all obligations of the Trust Company and the Owner Trustee guaranteed hereunder shall have been finally performed and paid in full, the Guarantor, for the benefit of the Beneficiary, further waives any right, and agrees it shall not take any action, to enforce any remedy which the Beneficiary now has or may hereafter have against the Trust Company, the Trust Estate, any other Owner Participant or the Owner Trustee, and waives, and agrees it shall refrain from seeking, any benefit of, or any right to participate in, any security whatsoever now or hereafter held by the Beneficiary.

GUARANTOR'S WAIVERS. The Guarantor waives any right to require the Beneficiary to: (i) make any claim or demand or proceed against any Person, including without limitation, the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations; (ii) make any claim or demand or proceed against or exhaust any security held from the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations or any other Person; (iii) pursue any other remedy in the Beneficiary's power; (iv) give notice of any default by the Trust Company or the Owner Trustee or to give notice of any matters affecting the Trust Company or the Owner Trustee (except to the extent provided in Section 2(c)); or (v) make any presentations or demands for performance, or give any notices of non-performance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Beneficiary as security, in connection with any other obligations or evidences of indebtedness which constitute in whole or in part the obligations guaranteed hereunder, or in connection with the creation of new or additional obligations. The Guarantor waives notice of acceptance of this Agreement by any Beneficiary. The Guarantor waives to the fullest extent possible under Applicable Law any defense based upon or arising by reason of: (i) any disability or other defense (other than of payment or performance) of the Trust Company or the Owner Trustee or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than final payment in full or performance, of all obligations of the Trust Company or the Owner Trustee guaranteed hereunder or of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of the Trust Company or the Owner Trustee, or any defect in the creation or existence of the Trust, the Trust Estate, the Trust Company or the Owner Trustee; (iv) the use by the Trust Company of the Aircraft or of the proceeds therefrom; (v) any act or omission by any Owner Participant which, directly or indirectly, results in or aids the discharge of the Trust Company or the Owner Trustee or any of its obligations guaranteed hereunder by operation of law or otherwise (other than of payment or performance); (vi) any act or omission of the Beneficiary which impairs any collateral for the obligations of the Trust Company or the Owner Trustee guaranteed hereunder including, without limitation, surrender, release, failure to perfect, or delay in perfection of, any security interest for such indebtedness, and the exchange, substitution, dealing with or taking additional collateral, or abstaining from taking advantage of or realizing upon any security interest or guaranty; (vii) any errors and omissions in connection with the administration by the Trust Company or the Owner Trustee guaranteed hereunder; or (viii) any modification of the Trust Agreement, in any form whatsoever, of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a), including any modification made after any attempted revocation hereof to any obligations incurred prior to any such attempted revocation, and including, without limitation, the renewal, extension, acceleration or other change in time for payment or performance of such obligations, or other change in the terms of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a) or any part thereof, including any increase or decrease in the amount of payment due or which may become due, or increase or decrease of the rate of interest thereon. Until all obligations of the Trust Company and the Owner Trustee guaranteed under Section 2(a) shall have been finally performed and paid in full, the Guarantor shall have no right of subrogation, and the Guarantor waives any defense the Guarantor may have based upon any election of remedies by the Beneficiary which impairs or destroys the Guarantor's subrogation rights or the Guarantor's right to proceed against the Trust Company or the Owner Trustee for reimbursement. Until all obligations of the Trust Company and the Owner Trustee guaranteed hereunder shall have been finally performed and paid in full, the Guarantor, for the benefit of the Beneficiary, further waives any right, and agrees it shall not take any action, to enforce any remedy which the Beneficiary now has or may hereafter have against the Trust Company, the Trust Estate, any other Owner Participant or the Owner Trustee, and waives, and agrees it shall refrain from seeking, any benefit of, or any right to participate in, any security whatsoever now or hereafter held by the Beneficiary.

GUARANTOR'S WAIVERS. The Guarantor waives Guarantors waive any right rights to require the Beneficiary to: you to (ia) make any claim or demand or proceed against any Personperson, including without limitation, the Trust Company, the Owner Trustee Customers or any other guarantor guarantors of the guaranteed obligationsIndebtedness; (iib) make any claim or demand or proceed against or exhaust any security property you leased to or any collateral held from Customers, any other guarantors of the Trust Company, the Owner Trustee Indebtedness or any other guarantor person; (c) give notice of the guaranteed obligations terms, time and place of any public or private sale of any personal property security held with respect to this Guaranty or in connection with a transaction with Customers, comply with any other provisions of Section 9504 of the Uniform Commercial Code which may be applicable or give any notice with respect to leased or any other Personproperty repossessed from Customers; (iiid) pursue any other remedy in the Beneficiary's your power; (iv) give notice of any default by the Trust Company or the Owner Trustee or to give notice of any matters affecting the Trust Company or the Owner Trustee (except to the extent provided in Section 2(c)); or (ve) make any presentations presentments or demands for performance, or give any notices of non-performancenonperformance, protests, notices of protest protests or notices of dishonor or give any other notices in connection with any obligations the Indebtedness or evidences of indebtedness held by the Beneficiary as security, in connection with any other obligations or evidences of indebtedness which constitute in whole or in part the obligations guaranteed hereunder, or this Guaranty including in connection with the creation of new or additional obligationsIndebtedness or any modifications, renewal, or extension of the Indebtedness. The Guarantor waives notice of acceptance of this Agreement by any Beneficiary. The Guarantor waives to the fullest extent possible under Applicable Law Guarantors waive any defense based upon or to liability under this Guaranty which Guarantors might otherwise have arising by reason of: of (ia) any disability or other defense (of Customers, any other than of payment or performance) of the Trust Company or the Owner Trustee guarantors or any other Personperson; (iib) the cessation or limitation from any cause whatsoever, other than final payment and performance in full or performancefull, of all obligations of the Trust Company or the Owner Trustee guaranteed hereunder or of any other PersonIndebtedness; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of the Trust Company or the Owner Trustee, or any defect in the creation or existence of the Trust, the Trust Estate, the Trust Company or the Owner Trustee; (ivc) the use application by the Trust Company of the Aircraft or Customers of the proceeds therefromof, or use of any property leased in connection with, any Indebtedness for purposes other than the purposes represented by Customers to you or understood by you or Guarantors; (vd) any act or omission by any Owner Participant which, you which directly or indirectly, indirectly results in or aids the discharge of the Trust Company or the Owner Trustee or Customers on any of its obligations guaranteed hereunder Indebtedness by operation of law or otherwise (other than of payment otherwise, including your failure to file a document or performance)to give a notice; (vie) any act or omission of the Beneficiary which impairs any collateral for the obligations of the Trust Company or the Owner Trustee guaranteed hereunder including, without limitation, surrender, release, your failure to perfect, enforce or delay in perfection of, enforcing any security interest for such indebtedness, and right you may have respecting the exchange, substitution, dealing with or taking additional collateral, or abstaining from taking advantage of or realizing upon any security interest or guaranty; (vii) any errors and omissions in connection with the administration by the Trust Company or the Owner Trustee guaranteed hereunderIndebtedness; or (viiif) any modification impairment of any security for the Indebtedness, this Guaranty or any other guaranty of the Trust Agreement, in any form whatsoever, of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a), including any modification made after any attempted revocation hereof to any obligations incurred prior to any such attempted revocation, and including, without limitation, the renewal, extension, acceleration or other change in time for payment or performance of such obligations, or other change in the terms of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a) or any part thereof, including any increase or decrease in the amount of payment due or which may become due, or increase or decrease of the rate of interest thereonIndebtedness. Until all obligations of the Trust Company and the Owner Trustee guaranteed under Section 2(a) shall have been finally performed and paid in full, the Guarantor Guarantors shall have no right of subrogationsubrogation respecting your rights against Customers or right of reimbursement or contribution against Customers arising out of the performance of this Guaranty, and the Guarantor waives Guarantors further waive any defense the Guarantor may have based upon any election of remedies by the Beneficiary which impairs or destroys the Guarantor's subrogation rights or the Guarantor's other right to proceed against the Trust Company or the Owner Trustee for reimbursement. Until all obligations of the Trust Company and the Owner Trustee guaranteed hereunder shall have been finally performed and paid in full, the Guarantor, for the benefit of the Beneficiary, further waives any right, and agrees it shall not take any action, to enforce any remedy which the Beneficiary you now has have or may hereafter have against the Trust Company, the Trust EstateCustomers, any other Owner Participant guarantors or the Owner Trustee, any other person and waives, and agrees it shall refrain from seeking, waive any benefit of, or any right to participate in, any security whatsoever now or hereafter held by you for the BeneficiaryIndebtedness. The waivers in the preceding sentence are permanent if Guarantors are "insiders" as contemplated by the United States Bankruptcy Code, 11 U.S.C. ss. 101, and thus Guarantors are not "creditors" of Customers within the meaning of the United States Bankruptcy Code, 11 U.S.C. ss. 101 (10) or ss. 547 (b). Otherwise those waivers apply only until all Indebtedness shall have been paid and performed in full. The waivers contained in this Guaranty include the waiver by Guarantors of any rights and defenses which Guarantors might have as a result of an impairment of any subrogation, reimbursement or contribution rights Guarantors may have, which impairment results from any rights, powers or remedies of Customers in connection with any anti-deficiency or similar laws limiting or qualifying the Indebtedness, including California Code of Civil Procedure ss. 580 (d). Guarantors warrant and agree that each of the waivers set forth above are made with guarantors' full knowledge of their significance and consequences, including that without these waivers guarantor might be able to avoid further liability under this guaranty upon the occurrence of an event to which a waiver relates, and that under the circumstances the waivers are reasonable and not contrary to public policy or law. If any of said waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the extent permitted by law.

GUARANTOR'S WAIVERS. The Guarantor waives any right to require the Beneficiary to: (i) make any claim or demand or proceed against any Personwaives, including without limitation, the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations; (ii) make any claim or demand or proceed against or exhaust any security held from the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations or any other Person; (iii) pursue any other remedy in the Beneficiary's power; (iv) give notice of any default by the Trust Company or the Owner Trustee or to give notice of any matters affecting the Trust Company or the Owner Trustee (except to the extent provided in Section 2(c)); or (v) make any presentations or demands for performance, or give any notices of non-performance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Beneficiary as security, in connection with any other obligations or evidences of indebtedness which constitute in whole or in part the obligations guaranteed hereunder, or in connection with the creation of new or additional obligations. The Guarantor waives notice of acceptance of this Agreement by any Beneficiary. The Guarantor waives to the fullest extent possible permitted under Applicable Law applicable law, and agrees that its obligations under this Guaranty will not be impaired or affected by (a) any defense based upon or arising by reason of: (i) any legal disability or other related defense (of Borrower, Guarantor or other than person, or by reason of payment or performance) of the Trust Company or the Owner Trustee or any other Person; (ii) the cessation or limitation of the liability of Borrower from any cause whatsoever, other than final full payment in full or performance, of all obligations sums payable under the Note or any of the Trust Company or the Owner Trustee guaranteed hereunder or of any other PersonLoan Documents; (iiib) any defense based upon any lack of authority of any officerthe officers, directordirectors, partnerpartners, agent members or any other Person agents acting or purporting to act on behalf of the Trust Company Borrower or the Owner Trustee, any principal of Borrower and/or Guarantor or any defect in the creation formation of Borrower or existence any principal of the Trust, the Trust Estate, the Trust Company or the Owner TrusteeBorrower and/or Guarantor; (ivc) any defense based upon the use application by the Trust Company of the Aircraft or Borrower of the proceeds therefromof the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor as set forth in the Loan Agreement; (vd) any act defense of Guarantor based upon Lender's election of any remedy against either Guarantor or omission by Borrower; (e) any Owner Participant which, directly defense based upon Lender's failure to disclose to Guarantor any information concerning Borrower's financial condition or indirectly, results in or aids any other circumstances bearing on Borrower's ability to pay all sums payable under the discharge of the Trust Company or the Owner Trustee Note or any of its obligations guaranteed hereunder by operation the other Loan Documents; (f) any defense based upon any statute or rule of law or otherwise (which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of payment or performance)a principal; (vig) any act or omission of the Beneficiary which impairs any collateral for the obligations of the Trust Company or the Owner Trustee guaranteed hereunder including, without limitation, surrender, release, failure to perfect, or delay in perfection of, any security interest for such indebtedness, and the exchange, substitution, dealing with or taking additional collateral, or abstaining from taking advantage of or realizing defense based upon any security interest or guaranty; (vii) any errors and omissions in connection with the administration by the Trust Company or the Owner Trustee guaranteed hereunder; or (viii) any modification of the Trust AgreementLender's election, in any form whatsoeverproceeding instituted under the U.S. Bankruptcy Code, of the obligations application of Section 1111(b)(2) of the Trust Company U.S. Bankruptcy Code or the Owner Trustee guaranteed any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 2(a), including any modification made after any attempted revocation hereof to any obligations incurred prior to any such attempted revocation, and including, without limitation, the renewal, extension, acceleration or other change in time for payment or performance of such obligations, or other change in the terms 364 of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(aU.S. Bankruptcy Code; (i) or any part thereof, including any increase or decrease in the amount of payment due or which may become due, or increase or decrease of the rate of interest thereon. Until all obligations of the Trust Company and the Owner Trustee guaranteed under Section 2(a) shall have been finally performed and paid in full, the Guarantor shall have no right of subrogation, and the Guarantor waives any defense the Guarantor may have based upon any election of remedies by the Beneficiary which impairs or destroys the Guarantor's subrogation rights or the Guarantor's right to proceed against the Trust Company or the Owner Trustee for reimbursement. Until all obligations of the Trust Company and the Owner Trustee guaranteed hereunder shall have been finally performed and paid in full, the Guarantor, for the benefit of the Beneficiary, further waives any right, and agrees it shall not take any action, to enforce any remedy which the Beneficiary now has or Lender may hereafter have against the Trust Company, the Trust Estate, any other Owner Participant or the Owner Trustee, Borrower and waives, and agrees it shall refrain from seeking, any benefit of, or any right to participate in, or benefit from, any security whatsoever for the Note or the other Loan Documents now or hereafter held by Lender; (j) presentment, demand, protest and notice of any kind; (k) the Beneficiarybenefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof; (l) any irregularity, invalidity or unenforceability in whole or in part of the obligations guaranteed hereunder or under the Loan Documents or any provision thereof; and/or (m) any defense based on any exercise or non-exercise by Lender of any right, power or remedy under or in respect of the Loan Documents or any security held by Lender with respect thereto, or any waiver of any such right, power or remedy. Guarantor agrees that the payment of all sums payable under the Note or any of the other Loan Documents or any part thereof or other act which tolls any statute of limitations applicable to the Note or the other Loan Documents shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limitation of any waiver otherwise set forth herein, Guarantor waives all rights and defenses arising out of an election of remedies by Lender even though that election of remedies, such as a nonjudicial foreclosure with respect to the security for a guaranteed obligation, has destroyed Guarantor's rights and reimbursement against the principal.

GUARANTOR'S WAIVERS. The (a) Each Guarantor waives any right to require the Beneficiary Bank to: (i) make any claim or demand or proceed against any PersonBorrower, including without limitation, the Trust Company, the Owner Trustee any other Guarantor or any other guarantor of the guaranteed obligationsPerson; (ii) make any claim or demand marshal assets or proceed against or exhaust any security held from the Trust Companyany Borrower, the Owner Trustee or any other guarantor of the guaranteed obligations Guarantor or any other Person; (iii) give notice of the terms, time and place of any public or private sale or other disposition of personal property security or collateral, if any, granted by Borrowers, any other Guarantor or any other Person; if any; (iv) take any other action or pursue any other remedy in the BeneficiaryBank's power; (ivv) give notice perform any obligation of any default by the Trust Company or the Owner Trustee or Guarantor with respect to give notice of any matters affecting the Trust Company or the Owner Trustee collateral securing any Obligated Group Obligations; (except to the extent provided in Section 2(c)); or (vvi) make any presentations presentment or demands demand for performance, or give any notices notice of non-performancenonperformance, protestsprotest, notices notice of protest or notices notice of dishonor hereunder or in connection with any Obligated Group Obligations, any collateral security of any Obligated Group Obligations, or any other obligations or evidences of indebtedness held by the Beneficiary Bank as security, in connection with any other obligations security collateral for or evidences of indebtedness which constitute in whole or in part the obligations guaranteed hereunderObligated Group Obligations, or in connection with the creation of new or additional obligationsObligated Group Obligations. The Each Guarantor further waives any right to direct the -28- application of payments or security for any Obligated Group Obligations or any obligations of customers of Guarantor. (b) Each Guarantor waives notice of acceptance of this Agreement by any Beneficiary. The Guarantor waives to the fullest extent possible under Applicable Law any defense to its obligations hereunder based upon or arising by reason of: (i) any disability or other defense (of any Borrower, any other than of payment or performance) of the Trust Company or the Owner Trustee Guarantor or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than final payment in full or performancefull, of all any Obligated Group Obligations or obligations of the Trust Company or the Owner Trustee guaranteed hereunder or of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of the Trust Company any of Obligated Group Member that is a corporation, limited liability company, partnership or the Owner Trusteeother type of entity, or any defect in the creation or existence formation of the Trust, the Trust Estate, the Trust Company or the Owner Trusteeany such Obligated Group Member; (iv) the use application by the Trust Company of the Aircraft or any Borrower of the proceeds therefromof any Borrower Obligations for purposes other than the purposes represented by Borrower to, or intended or understood by, Bank or any Guarantor; (v) any act or omission by any Owner Participant which, Bank which directly or indirectly, indirectly results in or aids the discharge of the Trust Company or the Owner Trustee any Borrower, any other Guarantor or any portion of its obligations guaranteed hereunder Obligated Group Obligations by operation of law or otherwise (other than otherwise, or which in any way impairs or suspends any rights or remedies of payment or performance)Bank against any Borrower; (vi) any act or omission of the Beneficiary which impairs any collateral for the obligations of the Trust Company or the Owner Trustee guaranteed hereunder including, without limitation, surrender, release, failure to perfect, or delay in perfection of, any security interest for such indebtedness, and the exchange, substitution, dealing with or taking additional collateral, or abstaining from taking advantage of or realizing upon any security interest or guaranty; reserved (vii) any errors and omissions in connection with the administration by the Trust Company or the Owner Trustee guaranteed hereunder; or (viii) any modification of the Trust Agreementany Obligated Group Obligations, in any form whatsoever, of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a), and including any modification made after any attempted revocation hereof to any obligations incurred prior to any such attempted revocation, and including, without limitation, limitation the renewal, extension, acceleration or other change in time for payment or performance of such obligationsof, or other change in the terms of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a) of, any Obligated Group Obligations or any part portion thereof, including any increase or decrease in the amount of payment due or which may become due, or increase or decrease of the rate of interest thereon; or (viii) any requirement that Bank give any notice of acceptance of this Agreement. Until all obligations of the Trust Company and the Owner Trustee guaranteed under Section 2(a) Obligated Group Obligations shall have been finally performed and irrevocably paid in full, the no Guarantor shall have no any right of subrogation, and the each Guarantor waives any defense the Guarantor may have based upon any election of remedies by the Beneficiary which impairs or destroys the Guarantor's subrogation rights or the Guarantor's right to proceed against the Trust Company or the Owner Trustee for reimbursement. Until all obligations of the Trust Company and the Owner Trustee guaranteed hereunder shall have been finally performed and paid in full, the Guarantor, for the benefit of the Beneficiary, further waives any right, and agrees it shall not take any action, to enforce any remedy which the Beneficiary Bank now has or may hereafter have against the Trust Company, the Trust Estateany Borrower, any other Owner Participant Guarantor or the Owner Trusteeany other Person, and waives, and agrees it shall refrain from seeking, waives any benefit of, or any right to participate in, any security whatsoever or collateral now or hereafter held by Bank. Each Guarantor further waives all rights and defenses Guarantor may have arising out of (A) any election of remedies by Bank, even though that election of remedies, such as a non-judicial foreclosure with respect to any security for any portion of the Beneficiary.Obligated Group Obligations, destroys any Guarantor's rights of subrogation or indemnification or any Guarantor's rights to proceed against any Borrower, any other Guarantor or any other Person for reimbursement, or (B) any loss of rights any Guarantor may suffer by reason of any rights, powers or remedies of any Borrower or any other Guarantor in connection with any anti-deficiency laws or any other laws limiting, qualifying or discharging any Obligated Group Obligations, whether by operation of law or otherwise. SECTION 8.12

GUARANTOR'S WAIVERS. The Guarantor waives any right to require the Beneficiary to: and all rights and defenses based upon or arising out of (ia) make any claim legal disability or demand or proceed against any Personother defense of Borrower, including without limitation, the Trust Company, the Owner Trustee or any other guarantor or other person or by reason of the guaranteed obligations; (ii) make any claim cessation or demand or proceed against or exhaust any security held from the Trust Company, the Owner Trustee or any other guarantor limitation of the liability of Borrower from any cause other than full payment of all sums payable under the Loan Documents, performance of those obligations of Borrower which are guaranteed hereunder and satisfaction of all obligations under or any other Person; (iii) pursue any other remedy in the Beneficiary's power; (iv) give notice of any default by the Trust Company or the Owner Trustee or to give notice of any matters affecting the Trust Company or the Owner Trustee (except to the extent provided in Section 2(c)); or (v) make any presentations or demands for performance, or give any notices of non-performance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Beneficiary as security, in connection with any other obligations or evidences of indebtedness which constitute in whole or in part the obligations guaranteed hereunder, or in connection with the creation of new or additional obligations. The Guarantor waives notice of acceptance of this Swap Agreement by any Beneficiary. The Guarantor waives to the fullest extent possible under Applicable Law any defense based upon or arising by reason of: (i) any disability or other defense (other than of payment or performance) of the Trust Company or the Owner Trustee or any other Personbetween Borrower and Lender; (ii) the cessation or limitation from any cause whatsoever, other than final payment in full or performance, of all obligations of the Trust Company or the Owner Trustee guaranteed hereunder or of any other Person; (iiib) any lack of authority of any officerthe officers, directordirectors, partnerpartners, agent managers, members or any other Person agents acting or purporting to act on behalf of the Trust Company Borrower, Guarantor or the Owner Trusteeany principal of Borrower or Guarantor, or any defect in the creation formation of Borrower, Guarantor or existence any principal of the Trust, the Trust Estate, the Trust Company Borrower or the Owner TrusteeGuarantor; (ivc) the use application by the Trust Company of the Aircraft or Borrower of the proceeds therefromof the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor; (vd) any act or omission by any Owner Participant which, Lender which directly or indirectlyindirectly results in, results in or aids contributes to, the discharge release of the Trust Company or the Owner Trustee Borrower or any of its obligations guaranteed hereunder by operation of law other person or otherwise any collateral for any obligation to Lender in connection with the Loan (other than as a result of payment or performancea repayment in full of the obligations of Borrower under the Loan); (vie) the unenforceability or invalidity of any collateral assignment or guaranty with respect to any obligation to Lender in connection with the Loan, or the lack of perfection or continuing perfection or lack of priority of any lien which secures any obligation to Lender in connection with the Loan; (f) any act failure of Lender to marshal assets in favor of Guarantor or omission any other person; (g) any modification of any obligation to Lender in connection with the Beneficiary which impairs any collateral for the obligations of the Trust Company or the Owner Trustee guaranteed hereunder Loan, including, without limitation, surrender, release, failure to perfect, or delay in perfection of, any security interest for such indebtedness, and the exchange, substitution, dealing with or taking additional collateral, or abstaining from taking advantage of or realizing upon any security interest or guaranty; (vii) any errors and omissions in connection with the administration by the Trust Company or the Owner Trustee guaranteed hereunder; or (viii) any modification of the Trust Agreement, in any form whatsoever, of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a), including any modification made after any attempted revocation hereof to any obligations incurred prior to any such attempted revocation, and including, without limitation, the renewal, extension, acceleration or other change increase in time for payment or performance of such obligations, or other change in the terms of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(ainterest rate; (h) or any part thereof, including any increase or decrease in the amount of payment due or which may become due, or increase or decrease of the rate of interest thereon. Until all obligations of the Trust Company and the Owner Trustee guaranteed under Section 2(a) shall have been finally performed and paid in full, the Guarantor shall have no right of subrogation, and the Guarantor waives any defense the Guarantor may have based upon any an election of remedies by the Beneficiary which impairs or destroys the Guarantor's subrogation rights or the Guarantor's right Lender, even though that election of remedies (such as a non-judicial foreclosure, if available and/or permitted, with respect to proceed against the Trust Company or the Owner Trustee security for reimbursement. Until all obligations of the Trust Company and the Owner Trustee a guaranteed hereunder shall have been finally performed and paid in full, the Guarantor, for the benefit of the Beneficiary, further waives any right, and agrees it shall not take any action, to enforce any remedy which the Beneficiary now obligation) has or may hereafter have destroyed Guarantor’s rights of subrogation, reimbursement and contribution against the Trust Company, principal by the Trust Estate, operation of applicable law or otherwise; (i) Lender’s failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other Owner Participant circumstances bearing on Borrower’s ability to pay and perform its obligations under the Note or any of the Owner Trustee, other Loan Documents and waives, any obligations under or in connection with any Swap Agreement between Borrower and agrees it shall refrain from seeking, any benefit ofLender, or upon the failure of any right other principals of Borrower to participate in, guaranty the Loan or any security whatsoever now obligations under or hereafter held by the Beneficiary.in connection with any Swap Agreement between Borrower and Lender; (j) any statute or rule of law which provides

GUARANTOR'S WAIVERS. The Guarantor waives any right to require the Beneficiary to: and all rights and defenses based upon or arising out of (ia) make any claim legal disability or demand or proceed against any Personother defense of Borrower, including without limitation, the Trust Company, the Owner Trustee or any other guarantor or other person, or by reason of the guaranteed obligations; (ii) make any claim cessation or demand or proceed against or exhaust any security held from the Trust Company, the Owner Trustee or any other guarantor limitation of the guaranteed liability of Borrower from any cause other than full payment of all sums payable under the Loan Documents and satisfaction of all obligations under or any other Person; (iii) pursue any other remedy in the Beneficiary's power; (iv) give notice of any default by the Trust Company or the Owner Trustee or to give notice of any matters affecting the Trust Company or the Owner Trustee (except to the extent provided in Section 2(c)); or (v) make any presentations or demands for performance, or give any notices of non-performance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Beneficiary as securitySwap Agreement between Borrower and Lender, in connection with any other obligations or evidences of indebtedness which constitute in whole or in part the obligations guaranteed hereunder, or in connection with the creation of new or additional obligations. The Guarantor waives notice of acceptance of this Agreement by any Beneficiary. The Guarantor waives to the fullest extent possible under Applicable Law any defense based upon or arising by reason of: (i) any disability or other defense (other than of payment or performance) of the Trust Company or the Owner Trustee or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than final payment in full or performance, of all obligations of the Trust Company or the Owner Trustee guaranteed hereunder or of any other Person; (iiib) any lack of authority of any officerthe officers, directordirectors, partnerpartners, agent managers, members or any other Person agents acting or purporting to act on behalf of the Trust Company Borrower, Guarantor or the Owner Trusteeany principal of Borrower or Guarantor, or any defect in the creation formation of Borrower, Guarantor or existence any principal of the Trust, the Trust Estate, the Trust Company Borrower or the Owner TrusteeGuarantor; (ivc) the use application by the Trust Company of the Aircraft or Borrower of the proceeds therefromof the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor; (vd) any act or omission by any Owner Participant which, Lender which directly or indirectlyindirectly results in, results in or aids contributes to, the discharge release of the Trust Company or the Owner Trustee Borrower or any of its obligations guaranteed hereunder by operation of law other person or otherwise any collateral for any obligation to Lender in connection with the Loan (other than as a result of payment or performancea repayment in full of all of the obligations of Borrower under the Loan); (vie) the unenforceability or invalidity of any collateral assignment or guaranty with respect to any obligation to Lender in connection with the Loan, or the lack of perfection or continuing perfection or lack of priority of any lien which secures any obligation to Lender in connection with the Loan; (f) any act failure of Lender to marshal assets in favor of Guarantor or omission any other person; (g) any modification of any obligation to Lender in connection with the Beneficiary which impairs any collateral for the obligations of the Trust Company or the Owner Trustee guaranteed hereunder Loan, including, without limitation, surrender, release, failure to perfect, or delay in perfection of, any security interest for such indebtedness, and the exchange, substitution, dealing with or taking additional collateral, or abstaining from taking advantage of or realizing upon any security interest or guaranty; (vii) any errors and omissions in connection with the administration by the Trust Company or the Owner Trustee guaranteed hereunder; or (viii) any modification of the Trust Agreement, in any form whatsoever, of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a), including any modification made after any attempted revocation hereof to any obligations incurred prior to any such attempted revocation, and including, without limitation, the renewal, extension, acceleration or increase in interest rate; (h) an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure, if available and/or permitted, with respect to security for a guaranteed obligation, has or may have destroyed Guarantor’s rights of subrogation, reimbursement and contribution against the principal by the operation of applicable law or otherwise; (i) Lender’s failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other change circumstances bearing on Borrower’s ability to pay and perform its obligations under the Note or any of the other Loan Documents and any obligations under or in time for payment or performance of such obligationsconnection with any Swap Agreement between Borrower and Lender, or upon the failure of any other change principals of Borrower to guaranty the Loan or any obligations under or in connection with any Swap Agreement between Borrower and Lender; (j) any statute or rule of law which provides that the terms obligation of a surety or guarantor must be neither larger in amount nor in any other respects more burdensome than that of a principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (k) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any person; (l) Lender’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the obligations application of Section 1111(b)(2) of the Trust Company Federal Bankruptcy Code or the Owner Trustee guaranteed any successor statute; (m) any borrowing or any grant of a security interest under Section 2(a) or any part thereof, including any increase or decrease in the amount of payment due or which may become due, or increase or decrease 364 of the rate of interest thereon. Until all obligations of the Trust Company and the Owner Trustee guaranteed under Section 2(aFederal Bankruptcy Code; (n) shall have been finally performed and paid in full, the Guarantor shall have no any right of subrogation, and the Guarantor waives any defense the Guarantor may have based upon any election of remedies by the Beneficiary which impairs or destroys the Guarantor's subrogation rights or the Guarantor's right to proceed against the Trust Company or the Owner Trustee for reimbursement. Until all obligations of the Trust Company and the Owner Trustee guaranteed hereunder shall have been finally performed and paid in full, the Guarantor, for the benefit of the Beneficiary, further waives any right, and agrees it shall not take any action, to enforce any remedy which the Beneficiary now has or Lender may hereafter have against the Trust Company, the Trust Estate, any other Owner Participant or the Owner Trustee, Borrower and waives, and agrees it shall refrain from seeking, any benefit of, or any right to participate in, or benefit from, any security whatsoever for the Note or the other Loan Documents or any obligations under or in connection with any Swap Agreement between Borrower and Lender now or hereafter held by Lender; (o) presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and other notices of any kind (except for notices to Borrower, as required in the Beneficiary.Loan Documents); (p) any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof; (q) any right to require Lender to institute suit or exhaust remedies against Borrower or others liable for any of such indebtedness, to enforce Lender’s rights against any collateral which shall have been given to secure the Loan, to enforce Lender’s rights against any other guarantors of such indebtedness, to join Borrower or any others liable on such indebtedness in any action seeking to enforce this Guaranty, to resort to any other means of obtaining payment of such indebtedness; (r) notices of disbursement of Loan proceeds, acceptance hereof, proof of non-payment, default under any of the Loan Documents, notices and demands of any kind; (s) the invalidity, illegality or unenforceability of all or any portion of the indebtedness guaranteed hereby or any of the Loan Documents for any reason whatsoever, including that interest on such indebtedness violates applicable usury laws, that Borrower or others liable for all or a portion thereof have valid defenses, claims or offsets to all or a portion of such indebtedness, or that the

GUARANTOR'S WAIVERS. The Guarantor waives any right to require the Beneficiary tohereby waives, and agrees that its obligations hereunder shall not be released, diminished, impaired, reduced or adversely affected by: (ia) make any claim or demand or proceed against any Person, including without limitation, the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations; (ii) make any claim or demand or proceed against or exhaust any security held from the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations or any other Person; (iii) pursue any other remedy in the Beneficiary's power; (iv) give notice of any default by the Trust Company or the Owner Trustee or to give notice of any matters affecting the Trust Company or the Owner Trustee (except to the extent provided in Section 2(c)); or (v) make any presentations or demands for performance, or give any notices of non-performance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Beneficiary as security, in connection with any other obligations or evidences of indebtedness which constitute in whole or in part the obligations guaranteed hereunder, or in connection with the creation of new or additional obligations. The Guarantor waives notice of acceptance of this Agreement by any Beneficiary. The Guarantor waives to the fullest extent possible under Applicable Law any defense based upon any legal disability, insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, merger, reorganization, consolidation, dissolution or arising by reason of: (i) any disability or other defense (other than lack of payment or performance) power of the Trust Company or the Owner Trustee Borrower, Guarantor or any other Person; (ii) person at any time liable for the payment of all or part of the Obligations, or by reason of the cessation or limitation of the liability of Borrower, Guarantor or any other person at any time liable for the payment of all or part of the Obligations from any cause whatsoever, other than the full and final and indefeasible payment in full or performance, of all obligations and satisfaction of the Trust Company Obligations; (b) any defense based upon any sale, lease or the Owner Trustee guaranteed hereunder or transfer of any or all of the assets of Borrower or Guarantor or any changes in the shareholders, partners or members or other Personbeneficial owners (direct or indirect) of Borrower or Guarantor; (iiic) any defense based upon any lack of authority of any officerthe officers, directordirectors, partner, agent partners or any other Person agents acting or purporting to act on behalf of the Trust Company Borrower or the Owner TrusteeGuarantor or any principal of Borrower or Guarantor, or any defect in the creation formation of Borrower, Guarantor or existence any principal of Borrower or Guarantor; (d) any defense based upon the invalidity, illegality or unenforceability of all or any part of the Trust, the Trust Estate, the Trust Company or the Owner Trustee; (iv) the use by the Trust Company of the Aircraft or of the proceeds therefrom; (v) any act or omission by any Owner Participant which, directly or indirectly, results in or aids the discharge of the Trust Company or the Owner Trustee Obligations or any of its obligations guaranteed hereunder by operation of law document or otherwise (other than of payment or performance); (vi) any act or omission of the Beneficiary which impairs any collateral for the obligations of the Trust Company or the Owner Trustee guaranteed hereunder including, without limitation, surrender, release, failure to perfect, or delay in perfection of, any security interest for such indebtedness, and the exchange, substitution, dealing with or taking additional collateral, or abstaining from taking advantage of or realizing upon any security interest or guaranty; (vii) any errors and omissions agreement executed in connection with the administration by the Trust Company or the Owner Trustee guaranteed hereunder; or (viii) Obligations for any modification of the Trust Agreement, in any form reason whatsoever, of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a), including any modification made after any attempted revocation hereof to any obligations incurred prior to any such attempted revocation, and including, without limitation, the renewal, extension, acceleration or other change in time for payment or performance of such obligations, or other change in fact that (i) the terms of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a) Obligations or any part thereof, including any increase or decrease in thereof exceeds the amount permitted by law, (ii) the act of payment due creating the Obligations or any part thereof is ultra xxxxx, (iii) the officers, directors, members, partners or agents acting or purporting to act on behalf of Borrower or Guarantor in executing the Warehousing Notes, the Credit Agreement or the other Loan Documents or in otherwise creating the Obligations acted in excess of their authority, (iv) the Obligations violate applicable usury laws, (v) the Borrower has valid defenses, claims or offsets (whether at law, in equity or by agreement) which may become duerender the Obligations wholly or partially uncollectible from Borrower, (vi) the creation, performance or repayment of the Obligations (or the execution, delivery and performance of any document or instrument representing or evidencing part of the Obligations or otherwise executed in connection with the Obligations or given to secure the repayment of the Obligations) is illegal, uncollectible or unenforceable, or increase (vii) the Warehousing Notes, the Credit Agreement or decrease any of the rate other Loan Documents have been forged or otherwise are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon regardless of interest thereon. Until all obligations whether Borrower or any other person be found not liable on the Obligations or any part thereof for any reason; (e) any defense based upon the application by Borrower of the Trust Company proceeds of the Loan for purposes other than the purposes represented by Borrower to Administrative Agent or any Lender or intended or understood by Administrative Agent or any Lender or Guarantor; (f) any and all rights and defenses arising out of an election of remedies by Administrative Agent; (g) any defense based upon Administrative Agent’s or any Lender’s failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other circumstances bearing on Borrower’s ability to pay all sums payable under the Owner Trustee guaranteed Warehousing Notes or any of the other Loan Documents; (h) any defense based upon any statute or rule of law which provides that the obligation of a guarantor or surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (i) any defense based upon Administrative Agent’s election, in any proceeding instituted under the Title 11 of the U.S. Code (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code or any successor statute; (j) any defense based upon any borrowing or any grant of a security interest under Section 2(a364 of the Bankruptcy Code; (k) shall have been finally performed and paid in full, the Guarantor shall have no any right of subrogation, and the Guarantor waives any defense the Guarantor may have based upon any election of remedies by the Beneficiary which impairs or destroys the Guarantor's subrogation rights or the Guarantor's right to proceed against the Trust Company or the Owner Trustee for reimbursement. Until all obligations of the Trust Company and the Owner Trustee guaranteed hereunder shall have been finally performed and paid in full, the Guarantor, for the benefit of the Beneficiary, further waives any right, and agrees it shall not take any action, to enforce any remedy which the Beneficiary now has Administrative Agent or any Lender may hereafter have against the Trust Company, the Trust Estate, any other Owner Participant or the Owner Trustee, Borrower and waives, and agrees it shall refrain from seeking, any benefit of, or any right to participate in, or benefit from, any security whatsoever for the Warehousing Notes or the other Loan Documents now or hereafter held by Administrative Agent and/or Lenders; (l) presentment, demand, protest and notice of any kind; (m) any right or claim of right to cause a marshalling of any of Borrower’s assets or the Beneficiaryassets of any other party now or hereafter held as security for Borrower’s obligations; (n) all or any portion of the security interest in the Collateral is or becomes, or is found to be, invalid, avoidable, unperfected or otherwise unenforceable for any reason, whether in whole or in part; (o) any defense based upon any release, surrender, exchange, subordination, deterioration, waste, loss or impairment of any Collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Obligations; and (p) any rights or defenses based upon any act or omission of Administrative Agent described in Section 3 of this Guaranty. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives to the extent permitted by law any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution until all obligations of Borrower under the Warehousing Notes and the other Loan Documents have been fully and indefeasibly paid. Finally, Guarantor agrees that the performance of any act or any payment which tolls any statute of limitations applicable to the Warehousing Notes or any of the other Loan Documents shall similarly operate to toll the statute of limitations applicable to Guarantor’s liability hereunder.

GUARANTOR'S WAIVERS. The Guarantor waives any right to require the ------------------- Beneficiary to: (i) make any claim or demand or proceed against any Person, including without limitation, the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations; (ii) make any claim or demand or proceed against or exhaust any security held from the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations or any other Person; (iii) pursue any other remedy in the Beneficiary's power; (iv) give notice of any default by the Trust Company or the Owner Trustee or to give notice of any matters affecting the Trust Company or the Owner Trustee (except to the extent provided in Section 2(c)); or (v) make any presentations or demands for performance, or give any notices of non-performance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Beneficiary as security, in connection with any other obligations or evidences of indebtedness which constitute in whole or in part the obligations guaranteed hereunder, or in connection with the creation of new or additional obligations. The Guarantor waives notice of acceptance of this Agreement by any Beneficiary. The Guarantor waives to the fullest extent possible under Applicable Law any defense based upon or arising by reason of: (i) any disability or other defense (other than of payment or performance) of the Trust Company or the Owner Trustee or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than final payment in full or performance, of all obligations of the Trust Company or the Owner Trustee guaranteed hereunder or of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of the Trust Company or the Owner Trustee, or any defect in the creation or existence of the Trust, the Trust Estate, the Trust Company or the Owner Trustee; (iv) the use by the Trust Company of the Aircraft or of the proceeds therefrom; (v) any act or omission by any Owner Participant which, directly or indirectly, results in or aids the discharge of the Trust Company or the Owner Trustee or any of its obligations guaranteed hereunder by operation of law or otherwise (other than of payment or performance); (vi) any act or omission of the Beneficiary which impairs any collateral for the obligations of the Trust Company or the Owner Trustee guaranteed hereunder including, without limitation, surrender, release, failure to perfect, or delay in perfection of, any security interest for such indebtedness, and the exchange, substitution, dealing with or taking additional collateral, or abstaining from taking advantage of or realizing upon any security interest or guaranty; (viixii) any errors and omissions in connection with the administration by the Trust Company or the Owner Trustee guaranteed hereunder; or (viii) any modification of the Trust Agreement, in any form whatsoever, of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a), including any modification made after any attempted revocation hereof to any obligations incurred prior to any such attempted revocation, and including, without limitation, the renewal, extension, acceleration or other change in time for payment or performance of such obligations, or other change in the terms of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a) or any part thereof, including any increase or decrease in the amount of payment due or which may become due, or increase or decrease of the rate of interest thereon. Until all obligations of the Trust Company and the Owner Trustee guaranteed under Section 2(a) shall have been finally performed and paid in full, the Guarantor shall have no right of subrogation, and the Guarantor waives any defense the Guarantor may have based upon any election of remedies by the Beneficiary which impairs or destroys the Guarantor's subrogation rights or the Guarantor's right to proceed against the Trust Company or the Owner Trustee for reimbursement. Until all obligations of the Trust Company and the Owner Trustee guaranteed hereunder shall have been finally performed and paid in full, the Guarantor, for the benefit of the Beneficiary, further waives any right, and agrees it shall not take any action, to enforce any remedy which the Beneficiary now has or may hereafter have against the Trust Company, the Trust Estate, any other Owner Participant or the Owner Trustee, and waives, and agrees it shall refrain from seeking, any benefit of, or any right to participate in, any security whatsoever now or hereafter held by the Beneficiary.

GUARANTOR'S WAIVERS. The Guarantor waives any right to require the ------------------- Beneficiary to: (i) make any claim or demand or proceed against any Person, including without limitation, the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations; (ii) make any claim or demand or proceed against or exhaust any security held from the Trust Company, the Owner Trustee or any other guarantor of the guaranteed obligations or any other Person; (iii) pursue any other remedy in the Beneficiary's power; (iv) give notice of any default by the Trust Company or the Owner Trustee or to give notice of any matters affecting the Trust Company or the Owner Trustee (except to the extent provided in Section 2(c)); or (v) make any presentations or demands for performance, or give any notices of non-performance, protests, notices of protest or notices of dishonor in connection with any obligations or evidences of indebtedness held by the Beneficiary as security, in connection with any other obligations or evidences of indebtedness which constitute in whole or in part the obligations guaranteed hereunder, or in connection with the creation of new or additional obligations. The Guarantor waives notice of acceptance of this Agreement by any Beneficiary. The Guarantor waives to the fullest extent possible under Applicable Law any defense based upon or arising by reason of: (i) any disability or other defense (other than of payment or performance) of the Trust Company or the Owner Trustee or any other Person; (ii) the cessation or limitation from any cause whatsoever, other than final payment in full or performance, of all obligations of the Trust Company or the Owner Trustee guaranteed hereunder or of any other Person; (iii) any lack of authority of any officer, director, partner, agent or any other Person acting or purporting to act on behalf of the Trust Company or the Owner Trustee, or any defect in the creation or existence of the Trust, the Trust Estate, the Trust Company or the Owner Trustee; (iv) the use by the Trust Company of the Aircraft or of the proceeds therefrom; (v) any act or omission by any Owner Participant which, directly or indirectly, results in or aids the discharge of the Trust Company or the Owner Trustee or any of its obligations guaranteed hereunder by operation of law or otherwise (other than of payment or performance); (vi) any act or omission of the Beneficiary which impairs any collateral for the obligations of the Trust Company or the Owner Trustee guaranteed hereunder including, without limitation, surrender, release, failure to perfect, or delay in perfection of, any security interest for such indebtedness, and the exchange, substitution, dealing with or taking additional collateral, or abstaining from taking advantage of or realizing upon any security interest or guaranty; (vii) any errors and omissions in connection with the administration by the Trust Company or the Owner Trustee guaranteed hereunder; or (viii) any modification of the Trust Agreement, in any form whatsoever, of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a), including any modification made after any attempted revocation hereof to any obligations incurred prior to any such attempted revocation, and including, without limitation, the renewal, extension, acceleration or other change in time for payment or performance of such obligations, or other change in the terms of the obligations of the Trust Company or the Owner Trustee guaranteed under Section 2(a) or any part thereof, including any increase or decrease in the amount of payment due or which may become due, or increase or decrease of the rate of interest thereon. Until all obligations of the Trust Company and the Owner Trustee guaranteed under Section 2(a) shall have been finally performed and paid in full, the Guarantor shall have no right of subrogation, and the Guarantor waives any defense the Guarantor may have based upon any election of remedies by the Beneficiary which impairs or destroys the Guarantor's subrogation rights or the Guarantor's right to proceed against the Trust Company or the Owner Trustee for reimbursement. Until all obligations of the Trust Company and the Owner Trustee guaranteed hereunder shall have been finally performed and paid in full, the Guarantor, for the benefit of the Beneficiary, further waives any right, and agrees it shall not take any action, to enforce any remedy which the Beneficiary now has or may hereafter have against the Trust Company, the Trust Estate, any other Owner Participant or the Owner Trustee, and waives, and agrees it shall refrain from seeking, any benefit of, or any right to participate in, any security whatsoever now or hereafter held by the Beneficiary.