Common use of Additional Property Clause in Contracts

Additional Property. All greater, additional or other estate, right, title and interest of the Mortgagor in, to, under or derived from the Mortgaged Property now or hereafter owned or acquired by the Mortgagor, including all right, title and interest of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any of the Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of any Financing Document, required to be subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the Property, in each case to the fullest extent permitted under applicable law, without any further conveyance, mortgage, assignment or other act by the Mortgagor; and all estate, right, title and interest of the Mortgagor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected to the Lien hereof by the Mortgagor or anyone acting on its behalf. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest of the Mortgagor and anyone claiming by, through or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, unto the Mortgagee and its successors and assigns forever. PROVIDED ALWAYS that this Mortgage is upon the express condition that (a) the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.01(a) and (b) the Granting made hereby is subject to and conditioned by the following provisions, each of which the Indenture Trustee and the Holders and the UK Secured Parties shall be deemed to consent and agree to by accepting the benefits of this Mortgage: (i) the Indenture Trustee, the Holders and the UK Secured Parties shall be bound by all the terms and conditions of this Mortgage, including that this Mortgage may be amended only in accordance with the provisions of Section 7.04, that any or all of the Mortgaged Property hereunder may be released at any time and for any reason as otherwise provided herein and that the Mortgagee and/or the Required Lenders, as holders of the Credit Agreement Secured Obligations, may determine to exercise or not to exercise remedies hereunder, all without any requirement to inform, consult with, or, except as provided in Section 7.04 obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, (ii) the Indenture Trustee, the Holders, the UK Agent and the UK Secured Parties shall not assert, and do irrevocably waive, any right such parties may have under any statute or rule of law or equity now or hereafter in effect relating to marshaling of the Mortgaged Property or the other assets of the Mortgagor that may secure the Credit Agreement Secured Obligations, (iii) apart from the obligation to distribute to the Holders and the UK Secured Parties their ratable share of any amounts distributed pursuant to clause THIRD of Section 5.06 hereof, the Mortgagee shall have no duty or liability to the Indenture Trustee, any Holder, the UK Agent or any UK Secured Party and (iv) the Mortgagee shall have the sole right, without any duty to, any requirement to inform, consult with or, except as set forth in the proviso below, obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, on behalf of the Secured Parties, to consent to any priming of the Liens created hereunder in connection with the entry of the Mortgagor into a debtor-in-possession credit agreement in respect of any bankruptcy proceeding to which the Mortgagor may become subject, and none of the Indenture Trustee, any of the Holders, the UK Agent nor any of the UK Secured Parties shall be entitled to object to the Mortgagee's exercise of such right; PROVIDED that the Indenture Trustee, on behalf of the Holders, the Holders and the UK Agent, on behalf of the UK Secured Parties, shall be granted any necessary adequate protection pursuant to the terms of the Bankruptcy Code and PROVIDED, FURTHER, that nothing herein shall constitute a waiver of the right of any party to object to the terms of any such debtor-in-possession financing that do not relate to the priming of such Liens. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:

Additional Property. All greater, additional or other estate, right, title and interest of the Mortgagor in, to, under or derived from the Mortgaged Property now or hereafter owned or acquired by the Mortgagor, including all estate, right, title and interest of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any of the Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of any Financing Documentthe Loan Documents, required to be subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the Property, Property and the Mortgagor’s business or operations conducted therein as a going concern in each case case, to the fullest extent permitted under applicable by law, without any further conveyance, mortgage, assignment or other act by the Mortgagor; and all estate, right, title and interest of the Mortgagor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected to the Lien hereof by the Mortgagor or anyone acting on its behalfMortgagor. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest of the Mortgagor and anyone claiming by, through or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, unto to the Mortgagee and its successors and assigns assigns, forever. PROVIDED ALWAYS that this Mortgage is upon the express condition that (a) the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.01(a) and (b) the Granting made hereby is subject to and conditioned by the following provisions, each of which the Indenture Trustee and the Holders and the UK Secured Parties shall be deemed to consent and agree to by accepting the benefits of this Mortgage: (i) the Indenture Trustee, the Holders and the UK Secured Parties shall be bound by all the terms and conditions of this Mortgage, including that this Mortgage may be amended only in accordance with the provisions of Section 7.04, that any or all of the Mortgaged Property hereunder may be released at any time and for any reason as otherwise provided herein and that the Mortgagee and/or the Required Lenders, as holders of the Credit Agreement Secured Obligations, may determine to exercise or not to exercise remedies hereunder, all without any requirement to inform, consult with, or, except as provided in Section 7.04 obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, (ii) the Indenture Trustee, the Holders, the UK Agent and the UK Secured Parties shall not assert, and do irrevocably waive, any right such parties may have under any statute or rule of law or equity now or hereafter in effect relating to marshaling of the Mortgaged Property or the other assets of the Mortgagor that may secure the Credit Agreement Secured Obligations, (iii) apart from the obligation to distribute to the Holders and the UK Secured Parties their ratable share of any amounts distributed pursuant to clause THIRD of Section 5.06 hereof, the Mortgagee shall have no duty or liability to the Indenture Trustee, any Holder, the UK Agent or any UK Secured Party and (iv) the Mortgagee shall have the sole right, without any duty to, any requirement to inform, consult with or, except as set forth in the proviso below, obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, on behalf of the Secured Parties, to consent to any priming of the Liens created hereunder in connection with the entry of the Mortgagor into a debtor-in-possession credit agreement in respect of any bankruptcy proceeding to which the Mortgagor may become subject, and none of the Indenture Trustee, any of the Holders, the UK Agent nor any of the UK Secured Parties shall be entitled to object to the Mortgagee's exercise of such right; PROVIDED that the Indenture Trustee, on behalf of the Holders, the Holders and the UK Agent, on behalf of the UK Secured Parties, shall be granted any necessary adequate protection pursuant to the terms of the Bankruptcy Code and PROVIDED, FURTHER, that nothing herein shall constitute a waiver of the right of any party to object to the terms of any such debtor-in-possession financing that do not relate to the priming of such Liens7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:

Additional Property. All greater, additional or other estate, right, title and interest of the Mortgagor Grantor in, to, under or derived from the Mortgaged Trust Property now or hereafter owned or acquired by the MortgagorGrantor, including all right, title and interest of the Mortgagor Grantor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any of the Mortgaged Trust Property hereafter acquired by or released to the Mortgagor Grantor or constructed or located on, or attached to, the Property, in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor Grantor in, to, under or derived from any other property and rights which are, by the provisions of any Financing DocumentSecured Agreement, the Security Agreement or this Deed of Trust, required to be subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor Grantor in, to, under or derived from any other property and rights which are necessary to maintain the PropertyProperty and the Grantor’s business or operations conducted therein as a going concern, in each case case, to the fullest extent permitted under applicable by law, without any further conveyance, mortgage, assignment or other act by the MortgagorGrantor; and all estate, right, title and interest of the Mortgagor Grantor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected to the Lien hereof by the Mortgagor Grantor or anyone acting on its behalf. TO HAVE AND TO HOLD the Mortgaged Trust Property, together with all estate, right, title and interest of the Mortgagor Grantor and anyone claiming by, through or under the Mortgagor Grantor in, to, under or derived from the Mortgaged Trust Property and all rights and appurtenances relating thereto, unto to the Mortgagee and its successors and assigns Trustee for the benefit of Beneficiary, forever. PROVIDED ALWAYS that this Mortgage Notwithstanding the foregoing, the following property is upon the express condition that (a) the Mortgaged Property shall be released excluded from the Lien foregoing security interests: any property to the extent that the grant of this Mortgage in full a security interest therein is prohibited by any applicable law or in part regulation, requires a consent not obtained of any Governmental Authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in the manner and at termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property, except to the time provided extent that such law or regulation or the term in Section 7.01(a) and (b) the Granting made hereby such contract, license, agreement, instrument or other document providing for such prohibition, breach, default or termination or requiring such consent is subject to and conditioned by the following provisions, each of which the Indenture Trustee and the Holders and the UK Secured Parties ineffective under applicable law. Grantor shall be deemed to consent and agree to by accepting the benefits of this Mortgage: (i) the Indenture Trustee, the Holders and the UK Secured Parties shall be bound by all the terms and conditions of this Mortgage, including that this Mortgage may be amended only in accordance with the provisions of Section 7.04, that any or all upon request of the Mortgaged Property hereunder may be released at any time and for any reason as otherwise provided herein and that the Mortgagee and/or the Required Lenders, as holders of the Credit Agreement Secured Obligations, may determine Beneficiary use all reasonable efforts to exercise or not to exercise remedies hereunder, all without any requirement to inform, consult with, or, except as provided in Section 7.04 obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, (ii) the Indenture Trustee, the Holders, the UK Agent and the UK Secured Parties shall not assert, and do irrevocably waive, any right such parties may have under any statute or rule of law or equity now or hereafter in effect relating to marshaling of the Mortgaged Property or the other assets of the Mortgagor that may secure the Credit Agreement Secured Obligations, (iii) apart from the obligation to distribute to the Holders and the UK Secured Parties their ratable share of any amounts distributed pursuant to clause THIRD of Section 5.06 hereof, the Mortgagee shall have no duty or liability to the Indenture Trustee, any Holder, the UK Agent or any UK Secured Party and (iv) the Mortgagee shall have the sole right, without any duty to, any requirement to inform, consult with or, except as set forth in the proviso below, obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, on behalf of the Secured Parties, to consent to any priming of the Liens created hereunder in connection with the entry of the Mortgagor into a debtor-in-possession credit agreement in respect of any bankruptcy proceeding to which the Mortgagor may become subject, and none of the Indenture Trustee, any of the Holders, the UK Agent nor any of the UK Secured Parties shall be entitled to object to the Mortgagee's exercise of such right; PROVIDED that the Indenture Trustee, on behalf of the Holders, the Holders and the UK Agent, on behalf of the UK Secured Parties, shall be granted any necessary adequate protection pursuant to the terms of the Bankruptcy Code and PROVIDED, FURTHER, that nothing herein shall constitute a waiver of the right of any party to object to the terms of any such debtor-in-possession financing required consent that do not relate to the priming of such Liensis reasonably obtainable. THE MORTGAGOR GRANTOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE TRUSTEE AND THE BENEFICIARY AS FOLLOWS:

Additional Property. All greater, additional or other estate, right, title and interest of the Mortgagor Grantor in, to, under or derived from the Mortgaged Trust Property now or hereafter owned or acquired by the MortgagorGrantor, including all right, title and interest of the Mortgagor Grantor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any of the Mortgaged Trust Property hereafter acquired by or released to the Mortgagor Grantor or constructed or located on, or attached to, the Property, in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor Grantor in, to, under or derived from any other property and rights which are, by the provisions of any Financing Documentthe Security Documents, required to be subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the Property, in each case to the fullest extent permitted under applicable law, without any further conveyance, mortgage, assignment or other act by the Mortgagor; and all estate, right, title and interest of the Mortgagor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected to the Lien hereof by the Mortgagor or anyone acting on its behalf. TO HAVE AND TO HOLD the Mortgaged Trust Property, together with all estate, right, title and interest of the Mortgagor Grantor and anyone claiming by, through or under the Mortgagor Grantor in, to, under or derived from the Mortgaged Trust Property and all rights and appurtenances relating thereto, unto to the Mortgagee Beneficiary and its successors and assigns assigns, forever, subject to Permitted Liens. PROVIDED ALWAYS the Liens on Restricted Collateral granted herein or in any Domestic Security Document will only secure at any time an amount of Secured Obligations not to exceed the Basket Lien Available Amount at such time. PROVIDED ALWAYS that this Mortgage Deed of Trust is upon the express condition that (a) the Mortgaged Trust Property shall be released from the Lien of this Mortgage Deed of Trust in full or in part in the manner and at the time provided in Section 7.01(a7.02; and provided further, that notwithstanding anything herein to the contrary, the Trust Property shall include only the real property (including fixtures) and (b) the Granting made hereby is subject to and conditioned by the following provisions, each of which the Indenture Trustee hereinabove described and the Holders and the UK Secured Parties shall be deemed to consent and agree to by accepting the benefits of this Mortgage: (i) the Indenture Trustee, the Holders and the UK Secured Parties shall be bound by all the terms and conditions of this Mortgage, including that this Mortgage may be amended only in accordance with the provisions of Section 7.04, that any or all of the Mortgaged Property hereunder may be released at any time and for any reason as otherwise provided herein and that the Mortgagee and/or the Required Lenders, as holders of the Credit Agreement Secured Obligations, may determine to exercise or not to exercise remedies hereunder, all without any requirement to inform, consult with, or, except as provided in Section 7.04 obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, (ii) the Indenture Trustee, the Holders, the UK Agent and the UK Secured Parties shall not assert, and do irrevocably waive, any right such parties may have under any statute or rule of law or equity now or hereafter in effect relating to marshaling of the Mortgaged Property or the other assets of the Mortgagor that may secure the Credit Agreement Secured Obligations, (iii) apart from the obligation to distribute to the Holders and the UK Secured Parties their ratable share of any amounts distributed pursuant to clause THIRD of Section 5.06 hereof, the Mortgagee shall have no duty or liability to the Indenture Trustee, any Holder, the UK Agent or any UK Secured Party and (iv) the Mortgagee shall have the sole right, without any duty to, any requirement to inform, consult with or, except as set forth Collateral described in the proviso below, obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, on behalf of the Secured Parties, to consent to any priming of the Liens created hereunder in connection with the entry of the Mortgagor into a debtor-in-possession credit agreement in respect of any bankruptcy proceeding to which the Mortgagor may become subject, and none of the Indenture Trustee, any of the Holders, the UK Agent nor any of the UK Secured Parties shall be entitled to object to the Mortgagee's exercise of such right; PROVIDED that the Indenture Trustee, on behalf of the Holders, the Holders and the UK Agent, on behalf of the UK Secured Parties, shall be granted any necessary adequate protection pursuant to the terms of the Bankruptcy Code and PROVIDED, FURTHER, that nothing herein shall constitute a waiver of the right of any party to object to the terms of any such debtor-in-possession financing that do not relate to the priming of such LiensSecurity Agreement. THE MORTGAGOR GRANTOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE BENEFICIARY AS FOLLOWS:

Additional Property. All greater, additional or other estate, right, title and interest of the Mortgagor in, to, under or derived from the Mortgaged Property now or hereafter owned or acquired by the Mortgagor, including all right, title and interest of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any of the Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or attached to, the Property, in each case, immediately upon such acquisition, release, construction, location or attachment; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of the any Financing Document, required to be subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the Property, in each case to the fullest extent permitted under applicable law, without any further conveyance, mortgage, assignment or other act by the Mortgagor; and all estate, right, title and interest of the Mortgagor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected to the Lien hereof by the Mortgagor or anyone acting on its behalf. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest of the Mortgagor and anyone claiming by, through or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, unto the Mortgagee and its successors and assigns forever. PROVIDED ALWAYS that this Mortgage is upon the express condition that (a) the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.01(a) and (b) the Granting made hereby is subject to and conditioned by the following provisions, each of which the Indenture Trustee and the Holders and the UK Secured Parties shall be deemed to consent and agree to by accepting the benefits of this Mortgage: (i) the Indenture Trustee, the Holders and the UK Secured Parties shall be bound by all the terms and conditions of this Mortgage, including that this Mortgage may be amended only in accordance with the provisions of Section 7.04, that any or all of the Mortgaged Property hereunder may be released at any time and for any reason as otherwise provided herein and that the Mortgagee and/or the Required Lenders, as holders of the Credit Agreement Secured Obligations, may determine to exercise or not to exercise remedies hereunder, all without any requirement to inform, consult with, or, except as provided in Section 7.04 obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, (ii) the Indenture Trustee, the Holders, the UK Agent and the UK Secured Parties shall not assert, and do irrevocably waive, any right such parties may have under any statute or rule of law or equity now or hereafter in effect relating to marshaling of the Mortgaged Property or the other assets of the Mortgagor that may secure the Credit Agreement Secured Obligations, (iii) apart from the obligation to distribute to the Holders and the UK Secured Parties their ratable share of any amounts distributed pursuant to clause THIRD of Section 5.06 hereof, the Mortgagee shall have no duty or liability to the Indenture Trustee, any Holder, the UK Agent or any UK Secured Party and (iv) the Mortgagee shall have the sole right, without any duty to, any requirement to inform, consult with or, except as set forth in the proviso below, obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, on behalf of the Secured Parties, to consent to any priming of the Liens created hereunder in connection with the entry of the Mortgagor into a debtor-in-possession credit agreement in respect of any bankruptcy proceeding to which the Mortgagor may become subject, and none of the Indenture Trustee, any of the Holders, the UK Agent nor any of the UK Secured Parties shall be entitled to object to the Mortgagee's exercise of such right; PROVIDED that the Indenture Trustee, on behalf of the Holders, the Holders and the UK Agent, on behalf of the UK Secured Parties, shall be granted any necessary adequate protection pursuant to the terms of the Bankruptcy Code and PROVIDED, FURTHER, that nothing herein shall constitute a waiver of the right of any party to object to the terms of any such debtor-in-possession financing that do not relate to the priming of such Liens). THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS:

Additional Property. All greater, additional or other estate, right, title and interest of the Mortgagor in, to, under or derived from the Mortgaged Property now or hereafter owned or acquired by the Mortgagor, including all right, title and interest of the Mortgagor in, to, under or derived from all extensions, improvements, betterments, renewals, substitutions and replacements of, and additions and appurtenances to, any of the Mortgaged Property hereafter acquired by or released to the Mortgagor or constructed or located on, or attached affixed to, the Property, in each case, immediately upon such acquisition, release, construction, location or attachmentaffixation; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are, by the provisions of any the Financing DocumentDocuments, required to be subjected to the Lien hereof; all estate, right, title and interest of the Mortgagor in, to, under or derived from any other property and rights which are necessary to maintain the PropertyProperty and the Mortgagor's business or operations conducted therein as a going concern, in each case case, to the fullest extent permitted under applicable by law, without any further conveyance, mortgage, assignment or other act by the Mortgagor; and all estate, right, title and interest of the Mortgagor in, to, under or derived from all other property and rights which are by any instrument or otherwise subjected to the Lien hereof by the Mortgagor or anyone acting on its behalf. TO HAVE AND TO HOLD the Mortgaged Property, together with all estate, right, title and interest of the Mortgagor and anyone claiming by, through or under the Mortgagor in, to, under or derived from the Mortgaged Property and all rights and appurtenances relating thereto, unto to the Mortgagee and its successors and assigns Mortgagee, forever. PROVIDED ALWAYS that this Mortgage is upon the express condition that (a) the Mortgaged Property shall be released from the Lien of this Mortgage in full or in part in the manner and at the time provided in Section 7.01(a) and (b) the Granting made hereby is subject to and conditioned by the following provisions, each of which the Indenture Trustee and the Holders and the UK Secured Parties shall be deemed to consent and agree to by accepting the benefits of this Mortgage: (i) the Indenture Trustee, the Holders and the UK Secured Parties shall be bound by all the terms and conditions of this Mortgage, including that this Mortgage may be amended only in accordance with the provisions of Section 7.04, that any or all of the Mortgaged Property hereunder may be released at any time and for any reason as otherwise provided herein and that the Mortgagee and/or the Required Lenders, as holders of the Credit Agreement Secured Obligations, may determine to exercise or not to exercise remedies hereunder, all without any requirement to inform, consult with, or, except as provided in Section 7.04 obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, (ii) the Indenture Trustee, the Holders, the UK Agent and the UK Secured Parties shall not assert, and do irrevocably waive, any right such parties may have under any statute or rule of law or equity now or hereafter in effect relating to marshaling of the Mortgaged Property or the other assets of the Mortgagor that may secure the Credit Agreement Secured Obligations, (iii) apart from the obligation to distribute to the Holders and the UK Secured Parties their ratable share of any amounts distributed pursuant to clause THIRD of Section 5.06 hereof, the Mortgagee shall have no duty or liability to the Indenture Trustee, any Holder, the UK Agent or any UK Secured Party and (iv) the Mortgagee shall have the sole right, without any duty to, any requirement to inform, consult with or, except as set forth in the proviso below, obtain the consent or approval of the Indenture Trustee, the Holders, the UK Agent or the UK Secured Parties, on behalf of the Secured Parties, to consent to any priming of the Liens created hereunder in connection with the entry of the Mortgagor into a debtor-in-possession credit agreement in respect of any bankruptcy proceeding to which the Mortgagor may become subject, and none of the Indenture Trustee, any of the Holders, the UK Agent nor any of the UK Secured Parties shall be entitled to object to the Mortgagee's exercise of such right; PROVIDED that the Indenture Trustee, on behalf of the Holders, the Holders and the UK Agent, on behalf of the UK Secured Parties, shall be granted any necessary adequate protection pursuant to the terms of the Bankruptcy Code and PROVIDED, FURTHER, that nothing herein shall constitute a waiver of the right of any party to object to the terms of any such debtor-in-possession financing that do not relate to the priming of such Liens7.02. THE MORTGAGOR ADDITIONALLY COVENANTS AND AGREES WITH THE MORTGAGEE AS FOLLOWS: