Common use of Confirmation of Liens Clause in Contracts

Confirmation of Liens. Lakes hereby confirms and agrees that the FF&E Secured Obligations shall be secured by a first priority lien on, and security interest in, the FF&E Collateral, notwithstanding (a) the availability of any other collateral, (b) the execution, delivery, recording, filing or perfection of any of the FF&E Security Documents, or the order of such execution, delivery, recording, filing or perfection or the priorities which would otherwise result therefrom, (c) the fact that any Lien or security interest created by 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 any Bankruptcy Law, or (d) any other matter whatsoever. All provisions of this Agreement, including but not limited to, all matters relating to the creation, validity, perfection, priority, subordination and release of the Liens and security interests intended to be created by any FF&E Security Document and all provisions regarding the allocation and priority of payments with respect to any FF&E Financing Agreement shall survive any Insolvency or Liquidation Proceeding and be fully enforceable by and against each FF&E Secured Party during any such proceeding. In the event of an Insolvency or Liquidation Proceeding, Lakes further confirms and agrees that the FF&E Secured Obligations due and outstanding under and with respect to the FF&E Financing Agreements shall include all principal, additional advances permitted thereunder, interest, default interest, 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 Parties in the order and priority provided for in this Section 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. Lakes The Secured Parties each hereby confirms confirm and agrees agree that the FF&E Liens and security interests held by or for the benefit of a Secured Party in the Collateral, as provided for in the preceding provisions of this Section 4, shall secure all Obligations shall be secured by a first of the Borrower now or hereafter owing to such Secured Party in connection with the applicable Facility Agreement throughout the term of this Agreement, with the priority lien onspecified in Section 4.1, and security interest in, the FF&E Collateral, further in each case notwithstanding (a) the availability of any other collateralcollateral to any Secured Party, (b) the execution, delivery, recording, filing or perfection of any of the FF&E Security Documents, or the order of such execution, delivery, recording, filing or perfection or the priorities which would otherwise result therefrom, (c) 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 any Bankruptcy Law, (d) the taking of possession of any Shared Collateral or 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 Lien of each therein) or (de) any other matter whatsoever. All provisions of this Agreement, including but not limited to, all matters relating to the creation, validity, perfection, priority, subordination and release of the Liens and security interests intended to be created by any FF&E Security Document and all provisions regarding the allocation and priority of payments with respect to any FF&E Financing Agreement Class of Secured Obligations shall survive any Insolvency or Liquidation Proceeding and be fully enforceable by and against each FF&E Secured Project Credit Party during any such proceeding. In the event of an Insolvency or Liquidation Proceeding, Lakes each Secured Party further confirms and agrees that the FF&E Secured Obligations due and outstanding under and with respect to the FF&E Financing Agreements each Class of Secured Obligations shall include all principal, additional advances permitted thereunder, interest, default interest, 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 Parties in the order and priority provided for in this Section 3 4 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 lawlaw and further notwithstanding any release of any such Lien or security interest pursuant to Section 4.4.

Confirmation of Liens. Lakes Each Secured Party hereby confirms and agrees that the FF&E Secured Obligations shall be secured by a first priority lien on, Liens and security interest ininterests held by or for the benefit of such Secured Party in the Collateral, as provided for in the FF&E Collateralpreceding provisions of this Section 4, shall secure all Obligations of the Borrower now or hereafter owing to such Secured Party in connection with the applicable Facility Agreement throughout the term of this Agreement, in each case with the priority specified in Section 4.1, notwithstanding (a) the availability of any other collateralcollateral to any Secured Party, (b) the execution, delivery, recording, filing or perfection of any of the FF&E Security Documents, or the order of such execution, delivery, recording, filing or perfection or the priorities which would otherwise result therefrom, (c) 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 any Bankruptcy Law, (d) the taking of possession of any Shared Collateral or 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 Lien of each therein) or (de) any other matter whatsoever. All provisions of this Agreement, including but not limited to, all matters relating to the creation, validity, perfection, priority, subordination and release of the Liens and security interests intended to be created by any FF&E Security Document and all provisions regarding the allocation and priority of payments with respect to any FF&E Financing Agreement Class of Secured Obligations shall survive any Insolvency or Liquidation Proceeding and be fully enforceable by and against each FF&E Secured Project Credit Party during any such proceeding. In the event of an Insolvency or Liquidation Proceeding, Lakes each Secured Party further confirms and agrees that the FF&E Secured Obligations due and outstanding under and with respect to the FF&E Financing Agreements each Class of Secured Obligations shall include all principal, additional advances permitted thereunder, interest, default interest, 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 Parties in the order and priority provided for in this Section 3 4 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 lawlaw and further notwithstanding any release of any such Lien or security interest pursuant to Section 4.4.

Confirmation of Liens. Lakes Each Credit Party hereto hereby confirms and agrees that the FF&E Secured Obligations shall be secured by a first priority lien on, liens and security interest ininterests held by or for the benefit of each Secured Lender in the Collateral, as provided for in the FF&E Collateralpreceding 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 throughout the term of this Agreement, in each case with the priority specified in Section 2.1, notwithstanding (ai) the availability of any other collateralcollateral to any Secured Lender, (bii) the actual date and time of execution, delivery, recording, filing or and perfection of any of the FF&E Security Documents, or the order of such execution, delivery, recording, filing or perfection or the priorities which would otherwise result therefrom, (ciii) the fact that any Lien 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 any the Bankruptcy LawCode or other applicable federal or state law, or (div) that the Mall Lease may be rejected under the Bankruptcy Code or other applicable federal or state law; provided, however, that any other matter whatsoever. All provisions Obligations owed to a Credit Party in its capacity as the provider of this Agreementfinancing pursuant to an Approved Equipment Funding Commitment shall not be secured by the Hotel/Casino Collateral, including but not limited tothe Separate Proceeds Accounts Collateral, all matters relating to the creationTranche B Collateral, validity, perfection, priority, subordination and release of the Liens and security interests intended to be created by any FF&E Security Document and all provisions regarding Shared Collateral or the allocation and priority of payments with respect to any FF&E Financing Agreement shall survive any Insolvency or Liquidation Proceeding and be fully enforceable by and against each FF&E Secured Party during any such proceedingMall Collateral. In the event of an Insolvency a proceeding, whether voluntary or Liquidation Proceedinginvoluntary, Lakes for insolvency, liquidation, reorganization, dissolution, bankruptcy or other similar proceedings pursuant to the Bankruptcy Code or other applicable federal or state law, each Credit Party further confirms and agrees that the FF&E Secured Obligations due and outstanding under and with respect to the FF&E Financing Agreements each Facility shall include all principal, additional advances permitted thereunderhereunder, Protective Advances made by such Credit Party, interest, default interest, London Interbank Offered Rate (LIBOR) 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 Parties Lenders in the order and priority provided for in this Section 3 2 notwithstanding the disallowance of any such claim or the invalidity or subordination of any Lien lien on or security interest in the FF&E Collateral under applicable law.

Confirmation of Liens. Lakes Each Secured Credit Party hereto hereby confirms and agrees that the FF&E Secured Obligations shall be secured by a first priority lien on, Liens and security interest ininterests held by or for the benefit of each Secured Lender in the Collateral, as provided for in the FF&E Collateralpreceding 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 (ai) the availability of any other collateralcollateral to any Secured Lender, (bii) the actual date and time of execution, delivery, recording, filing or and 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, (ciii) 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 any the Bankruptcy Law, Code or (d) other applicable federal or state law. Notwithstanding any other matter whatsoever. All provisions of provision in this Agreement, including but not limited to, all matters relating Agreement to the creationcontrary, validity, perfection, priority, subordination and release of any Indebtedness owed to a Secured Credit Party which are secured by property that does not also secure the Liens and security interests intended to Mortgage Notes Secured Obligations (other than the Disbursement Account Collateral) shall NOT be created secured by any FF&E Security Document and all provisions regarding the allocation and priority of payments with respect to any FF&E Financing Agreement shall survive any Insolvency or Liquidation Proceeding and be fully enforceable by and against each FF&E Secured Party during any such proceedingCollateral. In the event of an Insolvency a proceeding, whether voluntary or Liquidation Proceedinginvoluntary, Lakes 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 FF&E Secured Obligations due and outstanding under and with respect to the FF&E Financing Agreements each Facility shall include all principal, additional advances permitted thereunderhereunder, Protective Advances made by such Secured Credit Party to the extent provided in Section 3.6, interest, default interest, London Interbank Offered Rate (LIBOR) 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 Parties Lenders in the order and priority provided for in this Section 3 SECTION 2 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. Lakes Each Secured Credit Party hereto hereby confirms and agrees that the FF&E Secured Obligations shall be secured by a first priority lien on, Liens and security interest ininterests held by or for the benefit of each Secured Lender in the Collateral, as provided for in the FF&E Collateralpreceding 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 (ai) the availability of any other collateralcollateral to any Secured Lender, (bii) 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, (ciii) 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 any the Bankruptcy Law, Code or (d) other applicable federal or state law. Notwithstanding any other matter whatsoever. All provisions of provision in this Agreement, including but not limited to, all matters relating Agreement to the creationcontrary, validity, perfection, priority, subordination and release of any Indebtedness owed to a Secured Credit Party which is secured by property that does not also secure the Liens and security interests intended to Mortgage Notes Secured Obligations shall not be created secured by any FF&E Security Document and all provisions regarding the allocation and priority of payments with respect to any FF&E Financing Agreement shall survive any Insolvency or Liquidation Proceeding and be fully enforceable by and against each FF&E Secured Party during any such proceedingCollateral. In the event of an Insolvency a proceeding, whether voluntary or Liquidation Proceedinginvoluntary, Lakes 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 FF&E Secured Obligations due and outstanding under and with respect to the FF&E Financing Agreements each Facility shall include all principal, additional advances permitted thereunderhereunder, Protective Advances made by such Secured Credit Party to the extent provided in Section 3.6, interest, default interest, London Interbank Offered Rate (LIBOR) 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 Parties Lenders in the order and priority provided for in this Section 3 2 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. Lakes Each Project Credit Party hereby confirms and agrees that the FF&E Secured Obligations shall be secured by a first priority lien on, Liens and security interest ininterests held by or for the benefit of each Secured Party in the Collateral, as provided for in the FF&E Collateralpreceding provisions of this Section 3, shall secure all Obligations of the Company Group and any Person within the Company Group now or hereafter owing to each Secured Party in connection with the applicable Facility Agreement throughout the term of this Agreement, in each case with the priority specified in Section 3.1, notwithstanding (a) the availability of any other collateralcollateral to any Secured Party, (b) the execution, delivery, recording, filing or perfection of any of the FF&E Security Documents, or the order of such execution, delivery, recording, filing or perfection or the priorities which would otherwise result therefrom, (c) the fact that any Lien 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 any Bankruptcy Law, (d) the taking of possession of any Shared Collateral by any Project Credit Party or (de) any other matter whatsoever. All provisions of this Agreement, including but not limited to, all matters relating to the creation, validity, perfection, priority, subordination and release of the Liens and security interests intended to be created by any FF&E the Shared Security Document Documents and all provisions regarding the allocation and priority of payments with respect to any FF&E Financing Agreement Class of Secured Obligations shall survive any Insolvency or Liquidation Proceeding and be fully enforceable by and against each FF&E Secured Project Credit Party during any such proceeding. In the event of an Insolvency or Liquidation Proceeding, Lakes each Project Credit Party further confirms and agrees that the FF&E Secured Obligations due and outstanding under and with respect to the FF&E Financing Agreements each Class of Secured Obligations shall include all principal, additional advances permitted thereunder, Protective Advances made by such Project Credit Party and the Secured Parties under its Facility Agreement, interest, default interest, London Interbank Offered Rate (LIBOR) 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 Parties in the order and priority provided for in this Section 3 notwithstanding the disallowance of any such claim or the invalidity or subordination of any Lien lien on or security interest in the FF&E Collateral under applicable law.