Common use of Lien Absolute Clause in Contracts

Lien Absolute. To the extent that the obligations secured under this Pledge Agreement constitute obligations other than those of Grantor, Grantor agrees that this is a guaranty of payment and performance and not of collection. Grantor agrees that all rights of Secured Party hereunder, and all obligations of Grantor hereunder, shall be primary, absolute and unconditional irrespective of: (a) any lack of validity or enforceability of, or any future amendment of, or change in, the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter or any other agreement or instrument governing or evidencing any of the 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 Obligations, or any other amendment or waiver of or any consent to any departure from the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter, this Pledge Agreement or any other agreement or instrument governing or evidencing any Obligations; (c) any exchange, release or non-perfection of any Collateral, or any action, or the absence of any action, by Secured Party in respect thereof (including, without limitation, the release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations); (d) the insolvency of Grantor; (e) the absence of any action to enforce this Pledge Agreement or the waiver or consent by Secured Party with respect to any of the provisions hereof; (f) any extension or waiver for the performance of, or compliance with, any term, covenant or agreement on its part to be performed or observed under the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter or any other agreement or instrument governing or evidencing any of the Obligations, or any waiver of such performance or compliance or consent to a failure of, or departure from, such performance of compliance, for any obligor under any of the foregoing; (g) release anyone who may be liable in any manner for the payment of any amounts owed by Grantor to Secured Party; (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or a discharge of a surety or guarantor.

Lien Absolute. To the maximum extent that the obligations secured under this Pledge Agreement constitute obligations other than those of Grantorpermitted by law, Grantor agrees that this is a guaranty of payment and performance and not of collection. Grantor agrees that all rights of the Secured Party and the other Beneficiaries and the security interests and liens hereunder, and all obligations of Grantor the Pledgors hereunder, shall be primary, absolute and unconditional unconditional, irrespective of: (ai) any Any lack of validity validity, regularity or enforceability of, or of any future amendment of, or change inof the Obligations, the Preferred Certificate, the 2003-1 Trust Credit Agreement, any of the Fee Letter other Loan Documents, or any other agreement or instrument governing or evidencing any of the Obligationsrelating thereto; (bii) any 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 Preferred Certificate, the 2003-1 Trust Credit Agreement, the Fee Letter, this Pledge Agreement or any other agreement or instrument governing or evidencing any Obligations; (c) any exchange, release or non-perfection of any Collateral, or any actionof the other Loan Documents, or the absence of any action, by Secured Party in respect thereof (including, without limitation, any increase in any of the Obligations resulting from the extension of additional credit to the Borrower or otherwise; (iii) Any taking, exchange, release or nonperfection of any of the Pledged Collateral, or any taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations); (div) the insolvency Any manner of Grantor; (e) the absence application of any action to enforce this Pledge Agreement or the waiver or consent by Secured Party with respect to any proceeds of the provisions hereof; (f) any extension or waiver for the performance of, or compliance with, any term, covenant or agreement on its part Pledged Collateral to be performed or observed under the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter or any other agreement or instrument governing or evidencing any of the Obligations, or any waiver manner of such performance sale or compliance or consent to a failure of, or departure from, such performance other disposition of compliance, for any obligor under any of the foregoingPledged Collateral or of any assets or property of any of the Pledgors; (gv) release anyone who may be liable in any manner for Any change, restructuring or termination of the payment structure or existence of any amounts owed by Grantor to Secured Party;Pledgor; or (hvi) any Any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or a discharge of, any Pledgor or a third-party assignor or grantor of a surety security interest in or guarantorlien on assets or property other than the Pledged Collateral.

Lien Absolute. To the extent that the obligations secured under this Pledge Agreement constitute obligations other than those of GrantorGrantors, each Grantor agrees that this is a guaranty of payment and performance and not of collection, limited in recourse to Secured Party's rights in respect of the Collateral except with respect to the direct obligations of Grantors set forth herein. Each Grantor agrees that all rights of Secured Party hereunder, and all obligations of such Grantor hereunder, shall be primary, absolute and unconditional irrespective of: (a) any lack of validity or enforceability of, or any future amendment of, or change in, any of the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter Loan Documents or any other agreement or instrument governing or evidencing any of the 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 Obligations, or any other amendment or waiver of or any consent to any departure from any of the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter, this Pledge Agreement Loan Documents or any other agreement or instrument governing or evidencing any Obligations; (c) any exchange, release or non-perfection of any Collateral, or any action, or the absence of any action, by Secured Party in respect thereof (including, without limitation, the release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations); (d) the insolvency of either Grantor; (e) the absence of any action to enforce this Pledge Agreement or the waiver or consent by Secured Party with respect to any of the provisions hereof; (f) any extension or waiver for the performance of, or compliance with, any term, covenant or agreement on its part to be performed or observed under the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter Loan Documents or any other agreement or instrument governing or evidencing any of the Obligations, or any waiver of such performance or compliance or consent to a failure of, or departure from, such performance of compliance, for any obligor under any of the foregoing; (g) the release of anyone who may be liable in any manner for the payment of any amounts owed by Grantor to Secured Party;of the Obligations; and (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or a discharge of a surety or guarantor.

Lien Absolute. To the extent that the obligations secured under this Pledge Agreement constitute obligations other than those of Grantor, Grantor agrees acknowledges that this is Security Instrument and a guaranty number of payment other Loan Documents and performance and not of collectionthose documents required by the Loan Documents together secure the Indebtedness. Grantor agrees that all rights that, to the extent permitted by law, the lien of Secured Party hereunder, this Security Instrument and all obligations of Grantor hereunder, hereunder shall be primary, absolute and unconditional irrespective ofand shall not in any manner be affected or impaired by: (a) any lack of validity or enforceability of, of the Loan Agreement or any future amendment ofother Loan Document, any agreement with respect to any of the Indebtedness or change in, the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter Obligations or any other agreement or instrument governing or evidencing relating to any of the Obligationsforegoing; (b) any acceptance by Lender of any security for or guarantees of any of the Indebtedness; (c) any failure, neglect or omission on the part of Lender to realize upon or protect any of the Indebtedness or any of the collateral security therefor, including the Loan Documents, or due to any other circumstance which might otherwise constitute a defense available to, or a discharge of, Grantor in respect of the Indebtedness and Obligations hereby secured or any collateral security therefor, including the Loan Documents, or due to any other circumstance which might otherwise constitute a defense available to, or a discharge of, Grantor in respect of the Indebtedness or Obligations or this Security Instrument (other than the indefeasible payment in full in cash of all the Indebtedness and Obligations hereby secured); (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Indebtedness or Obligations; (e) any release (except as to the property released), sale, pledge, surrender, compromise, settlement, nonperfection, renewal, extension, indulgence, alteration, exchange, modification or disposition of any other of the Indebtedness or Obligations hereby secured or of any of the collateral security therefor; (f) any amendment or waiver of or any consent to any departure from the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter, this Pledge Loan Agreement or any other agreement Loan Documents or instrument governing or evidencing any Obligations; (c) any exchange, release or non-perfection of any Collateralguaranty thereof, if any, and Lender may in its discretion foreclose, exercise any power of sale, or exercise any action, other remedy available to it under any or all of the absence of any action, by Secured Party in respect thereof (including, Loan Documents without limitation, the release first exercising or amendment or waiver of or consent to departure from any guaranty, for all or enforcing any of the Obligations); (d) the insolvency of Grantor; (e) the absence of any action to enforce this Pledge Agreement or the waiver or consent by Secured Party with respect to any of the provisions hereof; (f) any extension or waiver for the performance of, or compliance with, any term, covenant or agreement on its part to be performed or observed under the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter or any other agreement or instrument governing or evidencing any of the Obligations, or any waiver of such performance or compliance or consent to a failure of, or departure from, such performance of compliance, for any obligor under any of the foregoing;rights and remedies hereunder; and (g) release anyone who may be liable in any manner for exercise of the payment rights or remedies of Lender hereunder or under any amounts owed by Grantor to Secured Party; (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or a discharge all of a surety or guarantorthe Loan Documents.

Lien Absolute. To the extent that the obligations secured under this Pledge Agreement constitute obligations other than those of Grantor, Grantor agrees that this is a guaranty of payment and performance and not of collection. Grantor agrees that all rights of Secured Party hereunder, and all All obligations of each Grantor hereunder, shall be primary, absolute and unconditional irrespective of: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Indebtedness, by operation of law or otherwise, or any obligation of any other guarantor of any of the Indebtedness, or any default, failure or delay, willful or otherwise, in the payment or performance of the Indebtedness; (b) any lack of validity or enforceability ofrelating to or against Borrower, any other Loan Party or any future amendment ofother guarantor of any of the Indebtedness, or change in, for any reason related to the Preferred Certificate, the 2003-1 Trust Credit Agreement, the Fee Letter any other Loan Document or any other agreement or instrument governing or evidencing any Indebtedness, or any Governmental Requirements purporting to prohibit the payment by Borrower, any other Loan Party or any other guarantor of the ObligationsIndebtedness of the principal of or interest on the Indebtedness; (bc) 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 ObligationsIndebtedness, or any other amendment or waiver of or any consent to any departure from the Preferred Certificate, the 2003-1 Trust Credit Agreement, the Fee Letter, this Pledge Agreement any other Loan Document or any other agreement or instrument governing or evidencing any ObligationsIndebtedness, including any increase or decrease in the amount of the Commitments or Loans or the rate of interest thereon; (ce) any release, nonperfection or invalidity of any direct or indirect security for any obligation of any Loan Party under the Credit Agreement or any other Loan Document or any obligations of any guarantor or grantor of any of the Indebtedness, any amendment or waiver of, or consent to departure from, any other guaranty or support document, any exchange, release or non-perfection of any Collateral, direct or indirect security for any obligation of any Loan Party under the Credit Agreement or any action, or the absence of any action, by Secured Party in respect thereof (including, without limitation, the release or amendment or waiver of or consent to departure from any guarantyother Loan Document, for all or any of the Obligations); (d) the insolvency of Grantor; (e) the absence of Loan Documents or Indebtedness, or any action or failure to enforce this Pledge Agreement act, including choice of remedies, manner of sale or use of proceeds, by the waiver Administrative Agent, any Lender or consent by Secured Party any other Person with respect to any collateral securing all or any part of the provisions hereofIndebtedness; (f) any extension change in the corporate existence, structure or waiver for ownership of the performance of, or compliance withBorrower, any term, covenant or agreement on its part to be performed or observed under the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter other Loan Party or any other agreement or instrument governing or evidencing guarantor of any of the ObligationsIndebtedness, or any waiver insolvency, bankruptcy, reorganization or other similar proceeding affecting Borrower, any other Loan Party or any other guarantor of such performance or compliance or consent to a failure ofthe Indebtedness, or departure fromany of their assets or any resulting release or discharge of any obligation of Borrower, such performance of compliance, for any obligor under other Loan Party or any other guarantor or any of the foregoingIndebtedness; (g) release anyone who may be liable in any manner for the payment present or future law, regulation, decree or order of any amounts owed by Grantor jurisdiction (whether of right or in fact) or of any Governmental Authority thereof or any other event purporting to Secured Partyreduce, amend, restructure or otherwise affect any term of any Loan Document or Indebtedness; (h) any other circumstance 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 otherwise constitute a legal or equitable defense available to, or discharge of any Grantor; or (i) any other act or omission to act or delay of any kind by Borrower, any other Loan Party, any other guarantor of the Indebtedness, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense available to, or a discharge of a surety or guarantorany Grantor’s obligations hereunder.

Lien Absolute. To ▇▇▇▇▇▇▇▇▇ acknowledges that this A&R Mortgage and a number of other Loan Documents and those documents required by the Loan Documents together secure the Indebtedness. ▇▇▇▇▇▇▇▇▇ agrees that, to the extent that permitted by law, the obligations secured under lien of this Pledge Agreement constitute obligations other than those of Grantor, Grantor agrees that this is a guaranty of payment and performance and not of collection. Grantor agrees that all rights of Secured Party hereunder, A&R Mortgage and all obligations of Grantor hereunder, ▇▇▇▇▇▇▇▇▇ hereunder shall be primary, absolute and unconditional irrespective ofand shall not in any manner be affected or impaired by: (a) any lack of validity or enforceability of, of any portion of the Loan Agreement or any future amendment ofother Loan Document, any agreement with respect to any of the Indebtedness or change in, the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter Obligations or any other agreement or instrument governing or evidencing relating to any of the Obligationsforegoing; (b) any acceptance by Mortgagee of any security for or guarantees of any of the Indebtedness; (c) any failure, neglect or omission on the part of Mortgagee to realize upon or protect any of the Indebtedness or any of the collateral security therefor, including the Loan Documents, or due to any other circumstance that might otherwise constitute a defense available to, or a discharge of, Mortgagor in respect of the Indebtedness and Obligations hereby secured or any collateral security therefor, including the Loan Documents, or due to any other circumstance that might otherwise constitute a defense available to, or a discharge of, Mortgagor in respect of the Indebtedness or Obligations or this A&R Mortgage (other than the indefeasible payment in full in cash of all the Indebtedness and Obligations hereby secured); (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Indebtedness or Obligations; (e) any release (except as to the property released), sale, pledge, surrender, compromise, settlement, nonperfection, renewal, extension, indulgence, alteration, exchange, modification or disposition of any other of the Indebtedness or Obligations hereby secured or of any of the collateral security therefor; (f) any amendment or waiver of or any consent to any departure from the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter, this Pledge Loan Agreement or any other agreement Loan Documents or instrument governing or evidencing any Obligations; (c) any exchange, release or non-perfection of any Collateralguaranty thereof, if any, and Mortgagee may in its discretion foreclose, exercise any power of sale, or exercise any action, other remedy available to it under any or all of the absence of any action, by Secured Party in respect thereof (including, Loan Documents without limitation, the release first exercising or amendment or waiver of or consent to departure from any guaranty, for all or enforcing any of the Obligations); (d) the insolvency of Grantor; (e) the absence of any action to enforce this Pledge Agreement or the waiver or consent by Secured Party with respect to any of the provisions hereof; (f) any extension or waiver for the performance of, or compliance with, any term, covenant or agreement on its part to be performed or observed under the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter or any other agreement or instrument governing or evidencing any of the Obligations, or any waiver of such performance or compliance or consent to a failure of, or departure from, such performance of compliance, for any obligor under any of the foregoing;rights and remedies hereunder; and (g) release anyone who may be liable in any manner for exercise of the payment rights or remedies of Mortgagee hereunder or under any amounts owed by Grantor to Secured Party; (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or a discharge all of a surety or guarantorthe Loan Documents.

Lien Absolute. To the extent that the obligations secured under this Pledge Agreement constitute obligations other than those of GrantorWAIVER OF SURETYSHIP DEFENSES 7.1 Lien Absolute, Grantor agrees that this is a guaranty of payment and performance and not of collection. Grantor agrees that all Waivers All rights of Secured Party Collateral Trustee hereunder, and all obligations of Grantor Grantors hereunder, shall be primary, absolute and unconditional irrespective of: , shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all, rights, claims or defenses that it might otherwise have (anow or in the future) any lack with respect to, in each case, each of the following (whether or not such Grantor has knowledge thereof): (i) the validity or enforceability of the Existing Indenture or any other Secured Debt Document, any of the Secured Obligations or any guarantee or right of offset with respect thereto at any time or from time to time held by any Secured Party; (ii) any renewal, extension or acceleration of, or any future amendment of, or change in, increase in the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter or any other agreement or instrument governing or evidencing any amount of the 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 amendment, supplement, modification or waiver of of, or any consent to any departure from the Preferred Certificatefrom, the 2003-1 Trust Agreement, the Fee Letter, this Pledge Agreement Secured Debt Documents; (iii) any failure or any other omission to assert or enforce or agreement or instrument governing election not to assert or evidencing any Obligations; (c) any exchangeenforce, release or non-perfection of any Collateral, or any actiondelay in enforcement, or the absence of any actionstay or enjoining, by Secured Party in respect thereof (includingorder of court, without limitationby operation of law or otherwise, of the release exercise or amendment enforcement of, any claim or waiver of or consent to departure from any guaranty, for all demand or any of right, power or remedy (whether arising under any Secured Debt Document, at law, in equity or otherwise) with respect to the Obligations); (d) the insolvency of Grantor; (e) the absence of Secured Obligations or any action to enforce this Pledge Agreement agreement relating thereto, or the waiver or consent by Secured Party with respect to any other guaranty of the provisions hereof; (f) any extension or waiver for the performance of, or compliance with, any term, covenant or agreement on its part to be performed or observed under the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter or any other agreement or instrument governing or evidencing any of the Obligations, or any waiver of such performance or compliance or consent to a failure of, or departure from, such performance of compliance, for any obligor under any of the foregoing; (g) release anyone who may be liable in any manner security for the payment of any amounts owed by Grantor to the Secured PartyObligations; (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or a discharge of a surety or guarantor.

Lien Absolute. To Borrower acknowledges that this Security Instrument and a number of other Loan Documents and those documents required by the Loan Documents together secure the Indebtedness. Borrower agrees that, to the extent that permitted by law, the obligations secured under lien of this Pledge Agreement constitute obligations other than those of Grantor, Grantor agrees that this is a guaranty of payment and performance and not of collection. Grantor agrees that all rights of Secured Party hereunder, Security Instrument and all obligations of Grantor hereunder, Borrower hereunder shall be primary, absolute and unconditional irrespective ofand shall not in any manner be affected or impaired by: (a) any lack of validity or enforceability of, of the Loan Agreement or any future amendment ofother Loan Document, any agreement with respect to any of the Indebtedness or change in, the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter Obligations or any other agreement or instrument governing or evidencing relating to any of the Obligationsforegoing; (b) any acceptance by Lender of any security for or guarantees of any of the Indebtedness; MORTGAGE, ASSIGNMENT OF RENTS AND LEASES, COLLATERAL ASSIGNMENT OF PROPERTY AGREEMENTS, (c) any failure, neglect or omission on the part of Lender to realize upon or protect any of the Indebtedness or any of the collateral security therefor, including the Loan Documents, or due to any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower in respect of the Indebtedness and Obligations hereby secured or any collateral security therefor, including the Loan Documents, or due to any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower in respect of the Indebtedness or Obligations or this Security Instrument (other than the indefeasible payment in full in cash of all the Indebtedness and Obligations hereby secured); (d) any change in the time, manner or place of payment of, or in any other term of, all or any part of the Indebtedness or Obligations; (e) any release (except as to the property released), sale, pledge, surrender, compromise, settlement, nonperfection, renewal, extension, indulgence, alteration, exchange, modification or disposition of any other of the Indebtedness or Obligations hereby secured or of any of the collateral security therefor; (f) any amendment or waiver of or any consent to any departure from the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter, this Pledge Loan Agreement or any other agreement Loan Documents or instrument governing or evidencing any Obligations; (c) any exchange, release or non-perfection of any Collateralguaranty thereof, if any, and Lender may in its discretion foreclose, exercise any power of sale, or exercise any action, other remedy available to it under any or all of the absence of any action, by Secured Party in respect thereof (including, Loan Documents without limitation, the release first exercising or amendment or waiver of or consent to departure from any guaranty, for all or enforcing any of the Obligations); (d) the insolvency of Grantor; (e) the absence of any action to enforce this Pledge Agreement or the waiver or consent by Secured Party with respect to any of the provisions hereof; (f) any extension or waiver for the performance of, or compliance with, any term, covenant or agreement on its part to be performed or observed under the Preferred Certificate, the 2003-1 Trust Agreement, the Fee Letter or any other agreement or instrument governing or evidencing any of the Obligations, or any waiver of such performance or compliance or consent to a failure of, or departure from, such performance of compliance, for any obligor under any of the foregoing;rights and remedies hereunder; and (g) release anyone who may be liable in any manner for exercise of the payment rights or remedies of Lender hereunder or under any amounts owed by Grantor to Secured Party; (h) any other circumstance which might otherwise constitute a legal or equitable discharge or defense available to, or a discharge all of a surety or guarantorthe Loan Documents.