Lien Absolute Sample Clauses

Lien Absolute. All rights of Agent hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of the Loan Agreement, the Note, any other Ancillary Agreement or any other agreement or instrument governing or evidencing any Secured Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Loan Agreement, the Note, any other Ancillary Agreement or any other agreement or instrument governing or evidencing any Secured Obligations; (c) any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations; or (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor.

Lien Absolute. All rights of the Agent hereunder, and all obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of the Notes, the Indenture, any other Note Document or any other agreement or Instrument governing or evidencing any Secured Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Notes, the Indenture, any other Note Document or any other agreement or Instrument governing or evidencing any Secured Obligations; (c) any exchange, release or non-perfection of any other Collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations; (d) the insolvency of any Credit Party; or (e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Pledgor.

Lien Absolute. All obligations of each Grantor hereunder, shall be absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Obligations; (b) any lack of validity or enforceability relating to or against Borrowers, any other Loan Party or any other guarantor of any of the Obligations, for any reason related to the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, or any applicable Law purporting to prohibit the payment by Borrowers, any other Loan Party or any other guarantor of the Obligations of the principal of or interest on the Obligations; (c) any modification or amendment of or supplement to the Credit Agreement or any other Loan Document; (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument governing or evidencing any Obligations, including any increase or decrease in the rate of interest thereon; (e) any change in the corporate existence, structure or ownership of the Borrowers, any other Loan Party or any other guarantor of any of the Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrowers, any other Loan Party or any other guarantor of the Obligations, or any of their assets or any resulting release of discharge of any obligation of Borrowers, any other Loan Party or any other guarantor or any of the Obligations; (f) any present or future law, regulation or order of any jurisdiction (whether of right or in fact) or of any agency thereof purporting to reduce, amend, restructure or otherwise affect any term of any Loan Document or Obligations; (g) any other setoff, defense or counterclaim whatsoever (in any case, whether based on contract, tort or any other theory) with respect to the Credit Agreement, any other Loan Document, any other agreement or instrument or the transactions contemplated thereby which might constitute a legal or equitable defense available to, or discharge of any Grantor; or (h) any other act or omission to act or delay...

Lien Absolute. All rights of Lender hereunder, and all obligations of Pledgors hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of the Note, the Purchase Agreement, the Keep Well, the Keep Well Guaranty, the Loan Guaranty or any other agreement or instrument governing or evidencing any Secured Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Note, the Keep Well, the Keep Well Guaranty, the Loan Guaranty or any other agreement or instrument governing or evidencing any Secured Obligations; (c) any exchange, release or nonperfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations; or (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Pledgor.

Lien Absolute. All rights of the Mortgagee hereunder, the Lien hereof and all obligations of the Owner hereunder shall, to the fullest extent permitted by applicable law, be absolute and unconditional irrespective of (a) any lack of validity or enforceability of any Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations or any other amendment to or waiver of or any consent to any departure from any Loan Document, or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Owner in respect of the Obligations or this Agreement (other than that the Obligations Payment Date shall have occurred).

Lien Absolute. All rights of Secured Party hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of the Securities Purchase Agreement, any other Investment Document or any other agreement or instrument governing or evidencing any Secured Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Securities Purchase Agreement, any other Investment Document or any other agreement or instrument governing or evidencing any Secured Obligations; (c) any exchange, release or non-perfection of any other Collateral or any release or amendment or waiver of, or consent to departure from any guaranty for, all or any of the Secured Obligations; (d) the insolvency of Pledgor or any Guarantor or any other guarantor of the obligations; or (e) any other circumstance that might otherwise constitute a defense available to, or a discharge of, Pledgor.

Lien Absolute. (a) All rights of Secured Party hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be impaired or affected by, or deemed to be satisfied by, nor shall Pledgor or any Pledged Collateral be exonerated, discharged or released by, any of the following events: Secured Party's exercise or enforcement of or failure or delay in exercising or enforcing any legal proceedings to collect the Secured Obligations or any power, right or remedy with respect to the Secured Obligations, the Pledged Collateral or any other collateral held by Secured Party, including any action or inaction of Secured Party to perfect, protect or enforce any security interest in the Pledged Collateral or any other collateral, any impairment or suspension of the Pledged Collateral or any other collateral, Secured Party's compromise, exchange, release, settlement, amendment or waiver with or of any other Person, or the Pledged Collateral or any other collateral, or any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment, impairment, renunciation, cancellation, surrender, suspension or waiver of the Note or any other agreement or instrument governing or evidencing any of the Secured Obligations; (b) Any insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or assignment for the benefit of creditors of Secured Party or Pledgor, appointment of a receiver or trustee for all or any part of Secured Party's or Pledgor's assets or liquidation, winding up or dissolution of the Pledgor; (c) Any invalidity, voidability, unenforceability or irregularity, or future change to or amendment of, in whole or in part, the Secured Obligations, the Letter Agreement, this Agreement or any other agreements, documents or instruments evidencing any Secured Obligations; (d) Any merger, acquisition, consolidation or change in structure of Pledgor, or any sale, lease, transfer or other disposition of any or all of the assets of Pledgor; (e) Any assignment, endorsement or other transfer, in whole or in part, of Secured Party's interest in the Secured Obligations, the Pledged Collateral or any other collateral; (f) Any claim, defense, counterclaim or set-off, other than that of prior performance, that Pledgor may have or assert, including, but not limited to, any defense of incapacity, disability or la...

Lien Absolute. All rights of the Secured Party hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of the Sale Agreement, the escrow agreement dated of even date herewith among the Secured Party, Newco, certain limited partnerships and managers and The Bank of New York as escrow agent (the "Escrow Agreement"), the registration rights agreement dated of even date herewith among the Secured Party, Newco and certain investors and managers (the "Registration Rights Agreement"), any Security Document or any other agreement or instrument governing or evidencing any Secured Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Sale Agreement, the Escrow Agreement, the Registration Rights Agreement, any Security Document or any other agreement or instrument governing or evidencing any Secured Obligations; (c) any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations; or (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor.

Lien Absolute. All rights of Lender hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of any agreement or instrument governing or evidencing any Secured Obligations; (b) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any other agreement or instrument governing or evidencing any Secured Obligations; (c) any exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations; or (d) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgor.