Common use of Lien Absolute Clause in Contracts

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 the Secured Party Administrative Agent hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of the Sale Loan Agreement, any other Loan Document (including 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 FSEP Guaranty) or any other agreement or instrument governing or evidencing any Secured Obligations, except in each case as the result of the termination of any such agreement in accordance with its terms; (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 Loan Agreement, any Security other Loan Document or any other agreement or instrument governing or evidencing any Secured Obligations, in each case effected in accordance with the terms thereof; (c) any exchange, release or non-perfection of any other collateralCollateral, or any release or amendment or waiver of or consent to departure from any guarantyguaranty (including the Guaranty of Pledgor under the FSEP Guaranty) effected in accordance with the terms thereof, for all or any of the Secured Obligations; (d) the insolvency of Pledgor, any Loan Party or the Servicer; or (de) any other circumstance (other than termination of the liens and security interests and the termination of Pledgor’s obligations hereunder pursuant to Section 10 hereof) which might otherwise constitute a defense available to, or a discharge of, Pledgor.

Lien Absolute. All rights of the Secured Party Agents hereunder, and all obligations Obligations of each Pledgor hereunder, shall be absolute and unconditional irrespective of: (a) any lack of validity or enforceability of the Sale Credit 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 Loan Documents or any other agreement or instrument governing or evidencing the Obligations or 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 Obligations or 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 Credit Agreement, any Security Document Loan Documents or any other agreement or instrument governing or evidencing the Obligations or any Secured Obligations; (c) any exchange, release or non-perfection of any other collateralCollateral, or any release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Obligations or the Secured Obligations; (d) the insolvency of any Borrower or Pledgor; or (de) any other circumstance which might otherwise constitute a defense available to, or a discharge of, Pledgorany Pledgor (other than the payment in full of the Obligations and the Secured Obligations and the expiration of the Lenders' Commitments to make advances under the Credit Agreement).