Common use of Confirmation of Liens Clause in Contracts

Confirmation of Liens. Each Secured Credit Party hereto hereby confirms and agrees that the Liens and security interests held by or for the benefit of each Secured Lender in the Collateral, as provided for in the preceding provisions of this Section 2 shall secure all Obligations of the Company Group or any of them now or hereafter owing to each Secured Lender in connection with the applicable Facility or Senior Lender Hedging Obligation throughout the term of this Agreement, in each case with the priority specified in Section 2.1, notwithstanding (i) the availability of any other collateral to any Secured Lender, (ii) the actual date and time of execution, delivery, recording, filing or perfection of any of the Security Documents or (iii) the fact that any Lien or security interest created by any of the Security Documents, or any claim with respect thereto, is or may be subordinated, avoided or disallowed in whole or in part under the Bankruptcy Code or other applicable federal or state law. Notwithstanding any other provision in this Agreement to the contrary, any Indebtedness owed to a Secured Credit Party which is secured by property that does not also secure the Mortgage Notes Secured Obligations shall not be secured by the Collateral. In the event of a proceeding, whether voluntary or involuntary, for insolvency, liquidation, reorganization, dissolution, bankruptcy or other similar proceedings pursuant to the Bankruptcy Code or other applicable federal or state law, each Secured Credit Party further confirms and agrees that the Obligations due and outstanding under and with respect to each Facility shall include all principal, additional advances permitted hereunder, Protective Advances made by such Secured Credit Party to the extent provided in Section 3.6, interest, default interest, LIBOR breakage and swap breakage, post petition interest and all other amounts due thereunder, for periods before and for periods after the commencement of any such proceedings, even if the claim for such amounts is disallowed pursuant to applicable law, and all proceeds from the sale or other disposition of the Collateral shall be paid to the Secured Lenders in the order and priority provided for in this Section 2 notwithstanding the disallowance of any such claim or the invalidity or subordination of any Lien on or security interest in the Collateral under applicable law.

Confirmation of Liens. Each Secured Credit Party hereto hereby confirms and agrees that the Liens liens and security interests held by or for the benefit of each Secured Lender in the Collateral, as provided for in the preceding provisions of this Section 2 2, shall secure all Obligations of the Company Group or any of them now or hereafter owing to each Secured Lender in connection with the applicable Facility or Senior Lender Hedging Obligation throughout the term of this Agreement, in each case with the priority specified in Section 2.1, notwithstanding (i) the availability of any other collateral to any Secured Lender, (ii) the actual date and time of execution, delivery, recording, filing or and perfection of any of the Security Documents or Documents, (iii) the fact that any Lien lien or security interest created by any of the Security Documents, or any claim with respect thereto, is or may be subordinated, avoided or disallowed in whole or in part under the Bankruptcy Code or other applicable federal or state law. Notwithstanding , or (iv) that the Mall Lease may be rejected under the Bankruptcy Code or other applicable federal or state law; provided, however, that any other provision in this Agreement to the contrary, any Indebtedness Obligations owed to a Secured Credit Party which is secured by property that does not also secure in its capacity as the Mortgage Notes Secured Obligations provider of financing pursuant to an Approved Equipment Funding Commitment shall not be secured by the Hotel/Casino Collateral, the Separate Proceeds Accounts Collateral, the Tranche B Collateral, the Shared Collateral or the Mall Collateral. In the event of a proceeding, whether voluntary or involuntary, for insolvency, liquidation, reorganization, dissolution, bankruptcy or other similar proceedings pursuant to the Bankruptcy Code or other applicable federal or state law, each Secured Credit Party further confirms and agrees that the Obligations due and outstanding under and with respect to each Facility shall include all principal, additional advances permitted hereunder, Protective Advances made by such Secured Credit Party to the extent provided in Section 3.6Party, interest, default interest, LIBOR breakage and swap breakage, post petition interest and all other amounts due thereunder, for periods before and for periods after the commencement of any such proceedings, even if the claim for such amounts is disallowed pursuant to applicable law, and all proceeds from the sale or other disposition of the Collateral shall be paid to the Secured Lenders in the order and priority provided for in this Section 2 notwithstanding the disallowance of any such claim or the invalidity or subordination of any Lien lien on or security interest in the Collateral under applicable law.

Confirmation of Liens. Each Secured Credit Party hereto hereby confirms and agrees that the Liens and security interests held by or for the benefit of each Secured Lender in the Collateral, as provided for in the preceding provisions of this Section SECTION 2 shall secure all Obligations of the Company Group or any of them now or hereafter owing to each Secured Lender in connection with the applicable Facility or Senior Lender Hedging Obligation throughout the term of this Agreement, in each case with the priority specified in Section SECTION 2.1, notwithstanding (i) the availability of any other collateral to any Secured Lender, (ii) the actual date and time of execution, delivery, recording, filing or and perfection of any of the Security Documents or (iii) the fact that any Lien or security interest created by any of the Security Documents, or any claim with respect thereto, is or may be subordinated, avoided or disallowed in whole or in part under the Bankruptcy Code or other applicable federal or state law. Notwithstanding any other provision in this Agreement to the contrary, any Indebtedness owed to a Secured Credit Party which is are secured by property that does not also secure the Mortgage Notes Secured Obligations (other than the Disbursement Account Collateral) shall not NOT be secured by the Collateral. In the event of a proceeding, whether voluntary or involuntary, for insolvency, liquidation, reorganization, dissolution, bankruptcy or other similar proceedings pursuant to the Bankruptcy Code or other applicable federal or state law, each Secured Credit Party further confirms and agrees that the Obligations due and outstanding under and with respect to each Facility shall include all principal, additional advances permitted hereunder, Protective Advances made by such Secured Credit Party to the extent provided in Section 3.6, interest, default interest, LIBOR breakage and swap breakage, post petition interest and all other amounts due thereunder, for periods before and for periods after the commencement of any such proceedings, even if the claim for such amounts is disallowed pursuant to applicable law, and all proceeds from the sale or other disposition of the Collateral shall be paid to the Secured Lenders in the order and priority provided for in this Section SECTION 2 notwithstanding the disallowance of any such claim or the invalidity or subordination of any Lien on or security interest in the Collateral under applicable law.

Confirmation of Liens. Each Secured Credit Party hereto hereby confirms and agrees that the Liens and security interests held by or for the benefit of each such Secured Lender Party in the Collateral, as provided for in the preceding provisions of this Section 2 4, shall secure all Obligations of the Company Group or any of them Borrower now or hereafter owing to each such Secured Lender Party in connection with the applicable Facility or Senior Lender Hedging Obligation Agreement throughout the term of this Agreement, in each case with the priority specified in Section 2.14.1, notwithstanding (ia) the availability of any other collateral to any Secured LenderParty, (iib) the actual date and time of execution, delivery, recording, filing or perfection of any of the Security Documents Documents, or the order of such execution, delivery, recording, filing or perfection or the priorities which would otherwise result therefrom, (iiic) the fact that any Lien or security interest created by any of the Security Documents, or any claim with respect thereto, is or may be subordinated, avoided or disallowed in whole or in part under any Bankruptcy Law, (d) the Bankruptcy Code taking of possession of any Shared Collateral or other applicable federal any First Lien Shared Collateral by any Project Credit Party (and such possession to be deemed to be on behalf of all Project Credit Parties for purposes of perfecting the security interest or state law. Notwithstanding Lien of each therein) or (e) any other provision in matter whatsoever. All provisions of this Agreement Agreement, including but not limited to, all matters relating to the contrarycreation, validity, perfection, priority, subordination and release of the Liens and security interests intended to be created by any Indebtedness owed Security Document and all provisions regarding the allocation and priority of payments with respect to a Secured Credit Party which is secured by property that does not also secure the Mortgage Notes any Class of Secured Obligations shall not survive any Insolvency or Liquidation Proceeding and be secured fully enforceable by the Collateraland against each Project Credit Party during any such proceeding. In the event of a proceeding, whether voluntary an Insolvency or involuntary, for insolvency, liquidation, reorganization, dissolution, bankruptcy or other similar proceedings pursuant to the Bankruptcy Code or other applicable federal or state lawLiquidation Proceeding, each Secured Credit Party further confirms and agrees that the Obligations due and outstanding under and with respect to each Facility Class of Secured Obligations shall include all principal, additional advances permitted hereunder, Protective Advances made by such Secured Credit Party to the extent provided in Section 3.6thereunder, interest, default interest, LIBOR London Interbank Offered Rate (LIBOR) breakage and swap breakage, post petition interest and all other amounts due thereunder, for periods before and for periods after the commencement of any such proceedings, even if the claim for such amounts is disallowed pursuant to applicable law, and all proceeds from the sale or other disposition of the Collateral shall be paid to the Secured Lenders Parties in the order and priority provided for in this Section 2 4 notwithstanding the disallowance of any such claim or the invalidity or subordination of any Lien on or security interest in the Collateral under applicable lawlaw and further notwithstanding any release of any such Lien or security interest pursuant to Section 4.4.

Confirmation of Liens. Each The Secured Credit Party hereto Parties each hereby confirms confirm and agrees agree that the Liens and security interests held by or for the benefit of each a Secured Lender Party in the Collateral, as provided for in the preceding provisions of this Section 2 4, shall secure all Obligations of the Company Group or any of them Borrower now or hereafter owing to each such Secured Lender Party in connection with the applicable Facility or Senior Lender Hedging Obligation Agreement throughout the term of this Agreement, in each case with the priority specified in Section 2.14.1, and further in each case notwithstanding (ia) the availability of any other collateral to any Secured LenderParty, (iib) the actual date and time of execution, delivery, recording, filing or perfection of any of the Security Documents Documents, or the order of such execution, delivery, recording, filing or perfection or the priorities which would otherwise result therefrom, (iiic) the fact that any Lien or security interest created by any of the Security Documents, or any claim with respect thereto, is or may be subordinated, avoided or disallowed in whole or in part under any Bankruptcy Law, (d) the Bankruptcy Code taking of possession of any Shared Collateral or other applicable federal any First Lien Shared Collateral by any Project Credit Party (and such possession to be deemed to be on behalf of all Project Credit Parties for purposes of perfecting the security interest or state law. Notwithstanding Lien of each therein) or (e) any other provision in matter whatsoever. All provisions of this Agreement Agreement, including but not limited to, all matters relating to the contrarycreation, validity, perfection, priority, subordination and release of the Liens and security interests intended to be created by any Indebtedness owed Security Document and all provisions regarding the allocation and priority of payments with respect to a Secured Credit Party which is secured by property that does not also secure the Mortgage Notes any Class of Secured Obligations shall not survive any Insolvency or Liquidation Proceeding and be secured fully enforceable by the Collateraland against each Project Credit Party during any such proceeding. In the event of a proceeding, whether voluntary an Insolvency or involuntary, for insolvency, liquidation, reorganization, dissolution, bankruptcy or other similar proceedings pursuant to the Bankruptcy Code or other applicable federal or state lawLiquidation Proceeding, each Secured Credit Party further confirms and agrees that the Obligations due and outstanding under and with respect to each Facility Class of Secured Obligations shall include all principal, additional advances permitted hereunder, Protective Advances made by such Secured Credit Party to the extent provided in Section 3.6thereunder, interest, default interest, LIBOR London Interbank Offered Rate (LIBOR) breakage and swap breakage, post petition interest and all other amounts due thereunder, for periods before and for periods after the commencement of any such proceedings, even if the claim for such amounts is disallowed pursuant to applicable law, and all proceeds from the sale or other disposition of the Collateral shall be paid to the Secured Lenders Parties in the order and priority provided for in this Section 2 4 notwithstanding the disallowance of any such claim or the invalidity or subordination of any Lien on or security interest in the Collateral under applicable lawlaw and further notwithstanding any release of any such Lien or security interest pursuant to Section 4.4.

Confirmation of Liens. Each Secured Credit Party hereto Lakes hereby confirms and agrees that the Liens FF&E Secured Obligations shall be secured by a first priority lien on, and security interests held by or for interest in, the benefit of each Secured Lender in the FF&E Collateral, as provided for in the preceding provisions of this Section 2 shall secure all Obligations of the Company Group or any of them now or hereafter owing to each Secured Lender in connection with the applicable Facility or Senior Lender Hedging Obligation throughout the term of this Agreement, in each case with the priority specified in Section 2.1, notwithstanding (ia) the availability of any other collateral to any Secured Lendercollateral, (iib) the actual date and time of execution, delivery, recording, filing or perfection of any of the FF&E Security Documents Documents, or the order of such execution, delivery, recording, filing or perfection or the priorities which would otherwise result therefrom, (iiic) the fact that any Lien or security interest created by any of the FF&E Security Documents, or any claim with respect thereto, is or may be subordinated, avoided or disallowed in whole or in part under the any Bankruptcy Code Law, or other applicable federal or state law. Notwithstanding (d) any other provision in matter whatsoever. All provisions of this Agreement Agreement, including but not limited to, all matters relating to the contrarycreation, validity, perfection, priority, subordination and release of the Liens and security interests intended to be created by any Indebtedness owed FF&E Security Document and all provisions regarding the allocation and priority of payments with respect to a any FF&E Financing Agreement shall survive any Insolvency or Liquidation Proceeding and be fully enforceable by and against each FF&E Secured Credit Party which is secured by property that does not also secure the Mortgage Notes Secured Obligations shall not be secured by the Collateralduring any such proceeding. In the event of a proceedingan Insolvency or Liquidation Proceeding, whether voluntary or involuntary, for insolvency, liquidation, reorganization, dissolution, bankruptcy or other similar proceedings pursuant to the Bankruptcy Code or other applicable federal or state law, each Secured Credit Party Lakes further confirms and agrees that the FF&E Secured Obligations due and outstanding under and with respect to each Facility the FF&E Financing Agreements shall include all principal, additional advances permitted hereunder, Protective Advances made by such Secured Credit Party to the extent provided in Section 3.6thereunder, interest, default interest, LIBOR London Interbank Offered Rate (LIBOR) breakage and swap breakage, post petition interest and all other amounts due thereunder, for periods before and for periods after the commencement of any such proceedings, even if the claim for such amounts is disallowed pursuant to applicable law, and all proceeds from the sale or other disposition of the FF&E Collateral shall be paid to the FF&E Secured Lenders Parties in the order and priority provided for in this Section 2 3 notwithstanding the disallowance of any such claim or the invalidity or subordination of any Lien on or security interest in the FF&E Collateral under applicable law.

Confirmation of Liens. 2.4.1 Each Secured Credit Party hereto hereby confirms and agrees that the Liens liens and security interests held by or for the benefit of each Secured Lender Party in the Collateral, as provided for in the preceding provisions of this Section 2 shall secure all Obligations of the Company Group or and any of them Person within the Company Group now or hereafter owing to each such Secured Lender in connection with Party under the applicable Facility or Senior Lender Hedging Obligation throughout the term of this Agreement, in each case with the priority specified in this Section 2.12, notwithstanding (ia) the availability of any other collateral to any Secured LenderParty, (iib) the actual date and time of execution, delivery, recording, filing or and perfection of any of the Security Documents Documents, or (iiic) the fact that any Lien lien or security interest created by any of the Security Documents, or any claim with respect thereto, is or may be subordinated, avoided or disallowed in whole or in part under the any Bankruptcy Code or other applicable federal or state lawLaw. Notwithstanding any other provision in All provisions of this Agreement Agreement, including but not limited to, all matters relating to the contrarycreation, validity, perfection, priority, subordination and release of the liens and security interests intended to be created by the Security Documents and all provisions regarding the allocation and priority of payments with respect to any Indebtedness owed to a Secured Facility shall survive any Insolvency or Liquidation Proceeding and be fully enforceable by and against each Credit Party which is secured by property that does not also secure the Mortgage Notes Secured Obligations shall not be secured by the Collateral. hereto during any such proceeding. 2.4.2 In the event of a proceeding, whether voluntary an Insolvency or involuntary, for insolvency, liquidation, reorganization, dissolution, bankruptcy or other similar proceedings pursuant to the Bankruptcy Code or other applicable federal or state lawLiquidation Proceeding, each Secured Credit Party further confirms and agrees that (i) the Obligations due and outstanding under and with respect to each Facility shall include all principal, additional advances permitted hereunder, Protective Advances made by such Secured Credit Party to the extent provided in Section 3.6Party, interest, default interest, LIBOR breakage and swap breakage, post petition interest and all other amounts due thereunder, for periods before and for periods after the commencement of any such proceedings, even if the claim for such amounts is disallowed pursuant to applicable law, and all proceeds from the sale or other disposition of the any Collateral shall be paid to the applicable Secured Lenders Party (for application in accordance with the applicable Facility) in the order and priority provided for in this Section 2 with respect to such Collateral notwithstanding the disallowance of any such claim or the invalidity or subordination of any Lien lien on or security interest in the such Collateral under applicable lawlaw and (ii) it will not request judicial relief or take any other action that would limit, invalidate, avoid or set aside the lien of any other Credit Party on the Collateral or any portion thereof or that would change the lien priorities described in Section 2.1.