Common use of Defend Title Clause in Contracts

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien upon the Collateral; provided that Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect to Permitted Encumbrances, the Mortgagor will warrant and defend its title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit Agreement. If (i) an adverse claim is made in writing against, or a cloud develops upon the title to, any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to immediately defend against such adverse claim, take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole cost and expense. The Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable to protect and preserve their interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreement.

Defend Title. This Mortgage Deed of Trust is, and always will be kept, a direct first priority Lien upon the CollateralCollateral other than as permitted pursuant to the Credit Agreement; provided that Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existenceinferred. The Mortgagor Trustor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage Deed of Trust upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect to Permitted Encumbrances, the Mortgagor The Trustor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit AgreementPaid In Full In Cash. If (i) an adverse claim is be made in writing againstagainst or, or a cloud develops upon upon, the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this MortgageDeed of Trust, then the Mortgagor Trustor agrees to immediately defend against such adverse claim, take appropriate commercially reasonable action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the MortgagorTrustor’s sole cost and expense. The Mortgagor Trustor further agrees that the Trustee and/or the Mortgagee may take such other action as they reasonably deem reasonable advisable to protect and preserve their interests in the Collateral, and in such event the Mortgagor Trustor will indemnify the Trustee and the Mortgagee against any and all cost, reasonable attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien upon the Collateral; Collateral (provided that Permitted Encumbrances may existexist and attach to the Mortgaged Properties and may have whatever priority such Liens have under applicable Requirements of Law (provided that for the avoidance of doubt, but no intent to subordinate the priority of the Liens created hereby is intended or to be inferred by such existencethe existence thereof)). The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted EncumbrancesEncumbrances or as otherwise permitted by the Credit Agreement. Except with respect to Other than any Permitted Encumbrances, the Mortgagor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid Termination Date, except as provided in Section 12.18(a) of otherwise permitted by the Credit Agreement. If (i) an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any material part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, Person shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrancecloud, in each case, at the Mortgagor’s sole cost and expense. The Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable it deems advisable to protect and preserve their its interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all costcosts, attorneys’ fees and other expenses which they to the extent the Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement that it may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be keptkept as, a direct first priority Lien upon the Collateral; , subject to any Permitted Encumbrances (provided that Permitted Encumbrances Liens permitted by Section 10.2 of the Credit Agreement may existexist and attach to the Mortgaged Properties and may have whatever priority such Liens have under applicable law, but provided that for the avoidance of doubt, no intent to subordinate the priority of the Liens created hereby is intended or to be inferred by such existencethe existence thereof). The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect to Permitted Encumbrances, the The Mortgagor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit AgreementTermination Date. If (i) an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, Person shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to defend immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrancecloud, in each case, at the Mortgagor’s sole cost and expense. The Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and and/or the Mortgagee against any and all cost, attorneys’ fees and other expenses which that they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) cloud. For the avoidance of doubt, Section 4.1 and (b) Section 4.2 shall not restrict, and are subject to, any disposition permitted by Section 10.4 of the Credit Agreement.

Defend Title. This Mortgage Deed of Trust is, and always will be kept, a direct first priority Lien upon the CollateralCollateral other than as permitted pursuant to the First Lien Intercreditor Agreement or, with respect to the indebtedness governed thereby, the Second-Out Security Documents; provided that Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existenceinferred. The Mortgagor Trustor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage Deed of Trust upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect to Permitted Encumbrances, the Mortgagor The Trustor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit Agreementfull and satisfied. If (i) an adverse claim is be made in writing againstagainst or, or a cloud develops upon upon, the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this MortgageDeed of Trust, then the Mortgagor Trustor agrees to immediately defend against such adverse claim, take appropriate commercially reasonable action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the MortgagorTrustor’s sole cost and expense. The Mortgagor Trustor further agrees that the Trustee and/or the Mortgagee may take such other action as they reasonably deem reasonable advisable to protect and preserve their interests in the Collateral, and in such event the Mortgagor Trustor will indemnify the Trustee and the Mortgagee against any and all cost, reasonable attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be keptkept as, a direct first priority Lien upon the Collateral; , subject to any Permitted Encumbrances (provided that Permitted Encumbrances Liens permitted by Section 10.2 of the Credit Agreement may existexist and attach to the Mortgaged Properties and may have whatever priority such Liens have under applicable law, but provided that for the avoidance of doubt, no intent to subordinate the priority of the Liens created hereby is intended or to be inferred by such existencethe existence thereof). The Mortgagor further agrees that the Collateral shall remain affected and hypothecated unto and in favor of the Mortgagee until the full and final payment of the Obligations and Mortgagor consents and agrees not to sell, alienate, encumber or deteriorate the Collateral to the prejudice of this act, in each case, except as may be permitted by the Credit Agreement or any other Credit Document. Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect to Permitted Encumbrances, the Mortgagor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit AgreementTermination Date. If (i) an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, Person shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to defend immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrancecloud, in each case, at the Mortgagor’s sole cost and expense. The Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable it deems advisable to protect and preserve their its interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ fees and other expenses which they that it may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) cloud. For the avoidance of doubt, Section 4.1 and (b) Section 4.2 shall not restrict, and are subject to, any disposition permitted by Section 10.4 of the Credit Agreement.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien upon the Collateral; provided that Permitted Encumbrances Liens may existexist as provided in the Collateral Agency Agreement, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge Lien prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted EncumbrancesLiens. Except with respect to Permitted Encumbrances, the The Mortgagor will warrant and defend its the title to the Collateral Collateral, subject to the Permitted Liens, against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit AgreementRelease Date. If (i) an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance Lien or (ii) any Person, including the holder of a Permitted EncumbranceLien, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees agrees, upon obtaining knowledge thereof, to immediately defend against such adverse claim, take appropriate action to remove such cloud or subordinate such Permitted EncumbranceLien, in each case, at the Mortgagor’s sole cost and expense. The Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable it reasonably deems advisable to protect and preserve their interests its interest in the Collateral, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien upon the Collateral; subject to any Permitted Encumbrances (provided that Permitted Encumbrances may exist, but no intent to subordinate the priority Liens permitted by Section 10.2 of the Credit Agreement may exist and attach to the Mortgaged Properties and may have whatever priority such Liens created hereby is intended or inferred by such existencehave under applicable law). The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect to Permitted Encumbrances, the The Mortgagor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit AgreementTermination Date. If (i) an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, Person shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrancecloud, in each case, at the Mortgagor’s sole cost and expense. The Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and and/or the Mortgagee against any and all cost, attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage Deed of Trust is, and always will be kept, a direct first priority Lien upon the CollateralCollateral other than as permitted pursuant to the First Lien Intercreditor Agreement or, with respect to the indebtedness governed thereby, the Second-Out Security Documents; provided that Permitted Encumbrances may exist, but Signature Page CALIFORNIA RESOURCES CORPORATION - Fifth Amendment no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existenceinferred. The Mortgagor Trustor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage Deed of Trust upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect to Permitted Encumbrances, the Mortgagor The Trustor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit Agreementfull and satisfied. If (i) an adverse claim is be made in writing againstagainst or, or a cloud develops upon upon, the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this MortgageDeed of Trust, then the Mortgagor Trustor agrees to immediately defend against such adverse claim, take appropriate commercially reasonable action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the MortgagorTrustor’s sole cost and expense. The Mortgagor Trustor further agrees that the Trustee and/or the Mortgagee may take such other action as they reasonably deem reasonable advisable to protect and preserve their interests in the Collateral, and in such event the Mortgagor Trustor will indemnify the Trustee and the Mortgagee against any and all cost, reasonable attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien upon the Collateral; provided that Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrancesas permitted pursuant to the Coal Sales Agreement. Except with respect This Mortgage shall be effective to Permitted Encumbrancescreate, in favor of the Mortgagee for its benefit, a legal, valid and enforceable Lien on, and security interests in, all of the Collateral securing the Obligations, and upon recording the Mortgage in the appropriate office, the Mortgage shall constitute fully perfected first priority Liens on, and security interests in, all right, title and interest of the Mortgagor in the Collateral. The Mortgagor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be are paid as provided in Section 12.18(a) of the Credit Agreementfull. If (ia) an adverse claim (other than as contemplated by this Section 4.02) is made in writing against, against or a cloud develops upon the title to, which materially affects any part of the Collateral other than a Permitted Encumbrance or (iib) any Person, including the holder of a Permitted Encumbrance, Person shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to immediately promptly defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrancecloud, in each case, at the Mortgagor’s sole cost and expense. The Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable it deems advisable to protect and preserve their its interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreement.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien lien and security interest upon the Collateral; provided that Mortgaged Property subject only to the Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existenceEncumbrances. The Mortgagor will not create or suffer to be created or permit to exist any Lienlien, security interest or charge prior or junior to or on a parity with the Lien lien and security interest of this Mortgage upon the Collateral Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other than such Permitted Encumbrancesincome therefrom. Except with respect to Permitted Encumbrances, the Mortgagor will warrant and defend its the title to the Collateral Mortgaged Property against the claims and demands of all other Persons persons whomsoever and will maintain and preserve the Lien lien created hereby (and its priority) until the Secured Obligations shall be paid so long as provided in Section 12.18(a) any of the Credit AgreementIndebtedness secured hereby remains unpaid. If (i) Should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any PersonMortgaged Property, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to it will immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole 's cost and expense. The , and Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the CollateralMortgaged Property, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all costAND IN SUCH EVENT MORTGAGOR WILL INDEMNIFY THE TRUSTEE AND MORTGAGEE AGAINST ANY AND ALL COST, attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit AgreementATTORNEY'S FEES AND OTHER EXPENSES WHICH THEY MAY INCUR IN DEFENDING AGAINST ANY SUCH ADVERSE CLAIM OR TAKING ACTION TO REMOVE ANY SUCH CLOUD.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien upon the Collateral; , subject to any Permitted Encumbrances (provided that Permitted Encumbrances Liens permitted by Section 10.2 of the Credit Agreement may existexist and attach to the Mortgaged Properties and may have whatever priority such Liens have under applicable law, but provided that for the avoidance of doubt, no intent to subordinate the priority of the Liens created hereby is intended or to be inferred by such existencethe existence thereof). The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect Subject to Permitted Encumbrancesany Liens permitted by Section 10.2 of the Credit Agreement, the Mortgagor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit AgreementTermination Date. If (i) an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, Person shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to defend immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrancecloud, in each case, at the Mortgagor’s sole cost and expense. The Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and and/or the Mortgagee against any and all cost, attorneys’ fees and other expenses which that they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) cloud. For the avoidance of doubt, Section 4.1 and (b) Section 4.2 shall not restrict, and are subject to, any disposition permitted by Section 10.4 of the Credit Agreement.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien lien and security interest upon the Collateral; provided that Mortgaged Property subject only to the Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The and Mortgagor will not create or suffer to be created or permit to exist any Lienlien, security interest or charge prior or junior to or on a parity with the Lien lien and security interest of this Mortgage upon the Collateral Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other than such Permitted Encumbrancesincome therefrom. Except with respect to Permitted Encumbrances, the Mortgagor will warrant and defend its the title to the Collateral Mortgaged Property against the claims and demands of all other Persons persons whomsoever and will maintain and preserve the Lien lien created hereby (and its priority) until the Secured Obligations shall be paid so long as provided in Section 12.18(a) any of the Credit AgreementIndebtedness secured hereby remains unpaid. If (i) Should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any PersonMortgaged Property, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to it will immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole 's cost and expense. The , and Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the CollateralMortgaged Property, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ attorney's fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien lien and security interest upon the Collateral; provided that Mortgaged Property subject only to the Permitted Encumbrances may existEncumbrances, but no intent to subordinate and the priority of the Liens created hereby is intended or inferred by such existence. The Mortgagor will not create or suffer to be created or permit to exist any Lienlien, security interest or charge prior or junior to or on a parity with the Lien lien and security interest of this Mortgage upon the Collateral Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other income therefrom other than such the Permitted Encumbrances. Except with respect to Permitted Encumbrances, the The Mortgagor will warrant and defend its the title to the Collateral Mortgaged Property against the claims and demands of all other Persons persons whomsoever and will maintain and preserve the Lien lien created hereby (and its priority) until the Secured Obligations shall be paid so long as provided in Section 12.18(a) any of the Credit AgreementIndebtedness secured hereby remains unpaid. If (i) Should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral Mortgaged Property other than a Permitted Encumbrance or (ii) any PersonEncumbrances, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to it will immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole 's cost and expense. The , and the Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the CollateralMortgaged Property, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all costcosts, attorneys’ attorney's fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first subsisting second priority Lien upon the Collateral, junior only to the Senior Liens; provided that Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The Mortgagor Mortgagors will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect to Other than any Permitted Encumbrances, the Mortgagor Mortgagors will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit AgreementPayment In Full has occurred. If (i) an adverse claim is be made in writing against, against or a cloud develops upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this MortgageMortgage (except to the extent set forth in the Intercreditor Agreement), then the Mortgagor agrees Mortgagors agree to immediately promptly defend against such adverse claim, take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole cost and expenseexpense of the Mortgagors. The Each Mortgagor further agrees that the Trustee and/or the Mortgagee may (but shall not be obligated to) take such other action as they deem reasonable it deems reasonably advisable to protect and preserve their interests in the Collateral, and in such event the Mortgagor Mortgagors will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ fees and other expenses expenses, to the extent the Mortgagor would be required to do so pursuant to the Indenture which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien upon the Collateral; provided that Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or senior to, junior to to, or on a parity with with, the Lien of this Mortgage upon the Collateral Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other than such income therefrom, except Permitted EncumbrancesLiens. Except with respect to for the Permitted EncumbrancesLiens, the Mortgagor Mxxxxxxxx will warrant and defend its the title to the Collateral Mortgaged Property against the claims and demands of all other Persons persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until so long as any of the Secured Obligations shall be paid as provided in Section 12.18(a) of Indebtedness secured hereby remains unpaid. Except for the Credit Agreement. If (i) Permitted Liens, should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any PersonMortgaged Property, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor Mxxxxxxxx agrees to it will immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the MortgagorMxxxxxxxx’s sole cost and expense. The Mortgagor , and Mxxxxxxxx further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable Mortgagee reasonably deems advisable to protect and preserve their its interests in the CollateralMortgaged Property, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all costMORTGAGOR WILL INDEMNIFY MORTGAGEE AGAINST ANY AND ALL COSTS, attorneysATTORNEYS’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit AgreementFEES AND OTHER EXPENSES WHICH IT MAY REASONABLY INCUR IN DEFENDING AGAINST ANY SUCH ADVERSE CLAIM OR TAKING ACTION TO REMOVE ANY SUCH CLOUD.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien upon the Collateral; provided that Permitted Encumbrances may existexist as provided in the Credit Agreement, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect to Permitted Encumbrances, the The Mortgagor will warrant and defend its the title to the Collateral Collateral, subject to the Permitted Encumbrances, against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit AgreementRelease Date. If (i) an adverse claim is made in writing against, against or a cloud develops upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to immediately defend against such adverse claim, take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole cost and expense. The Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable it reasonably deems advisable to protect and preserve their its interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ fees and other expenses which they it may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Second Mortgage is, and always will be kept, a direct first priority Lien lien and security interest upon the Collateral; provided that Mortgaged Property subject only to the Permitted Encumbrances may existEncumbrances, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The and, except for Permitted Encumbrances, Mortgagor will not create or suffer to be created or permit to exist any Lienlien, security interest or charge prior or junior to or on a parity with the Lien lien and security interest of this Second Mortgage upon the Collateral Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other than such Permitted Encumbrancesincome therefrom. Except with respect Mortgagor hereby warrants and Mortgagor does by these presents agree to Permitted Encumbrances, forever defend the Mortgagor will warrant and defend its title to the Collateral Mortgaged Property against the claims and demands of all other Persons persons whomsoever and will to maintain and preserve the Lien lien created hereby (and its priority) until the Secured Obligations shall be paid so long as provided in Section 12.18(a) any of the Credit AgreementIndebtedness secured hereby remains unpaid. If (i) Should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any PersonMortgaged Property, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to it will immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole 's cost and expense. The , and Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the CollateralMortgaged Property, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ attorney's fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien and security interest upon the Collateral; provided that Mortgaged Property subject only to the Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existenceEncumbrances. The Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien and security interest of this Mortgage upon the Collateral Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other income therefrom other than such Permitted Encumbrances. Except with respect to Permitted Encumbrances, the Mortgagor will warrant and defend its the title to the Collateral Mortgaged Property against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid so long as provided in Section 12.18(a) any of the Credit AgreementIndebtedness hereby remains unpaid. If (i) Should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than Mortgaged Property which could reasonably be expected to have a Permitted Encumbrance or (ii) any PersonMaterial Adverse Effect, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to immediately it will promptly defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole 's cost and expense. The , and Mortgagor further agrees that the Trustee and/or the Mortgagee Agent may take such other action as they deem reasonable advisable to protect and preserve their interests in and the Collateral, and interests of the Lenders in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all costMortgaged Property, attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit AgreementAND IN SUCH EVENT MORTGAGOR WILL INDEMNIFY THE TRUSTEE AND AGENT AGAINST ANY AND ALL COST, ATTORNEY'S FEES AND OTHER EXPENSES WHICH THEY MAY INCUR IN DEFENDING AGAINST ANY SUCH ADVERSE CLAIM OR TAKING ACTION TO REMOVE ANY SUCH CLOUD.

Defend Title. This Mortgage Deed of Trust is, and always will be kept, a direct first priority Lien upon the CollateralCollateral other than as permitted pursuant to the Credit Agreement; provided that Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existenceinferred. The Mortgagor Trustor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien of this Mortgage Deed of Trust upon the Collateral or any part thereof other than such Permitted Encumbrances. Except with respect to Permitted Encumbrances, the Mortgagor The Trustor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of the Credit AgreementFacility Termination. If (i) an adverse claim is be made in writing againstagainst or, or a cloud develops upon upon, the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this MortgageDeed of Trust, then the Mortgagor Trustor agrees to immediately defend against such adverse claim, take appropriate commercially reasonable action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the MortgagorTrustor’s sole cost and expense. The Mortgagor Trustor further agrees that the Trustee and/or the Mortgagee may take such other action as they reasonably deem reasonable advisable to protect and preserve their interests in the Collateral, and in such event the Mortgagor Trustor will indemnify the Trustee and the Mortgagee against any and all cost, reasonable attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) accordance with Section 13.5 of the Credit Agreement.

Defend Title. This Mortgage is, and always will be kept, a direct second priority lien upon the Collateral (until such time as all first priority Lien liens upon the Collateral have been released, and at which time this Mortgage shall be kept a first priority lien upon the Collateral; provided that Permitted Encumbrances ) in which a lien or security interest may existbe perfected by filing this Mortgage in the real estate records, but no intent to subordinate the priority mortgage records or other appropriate records of each jurisdiction where any part of the Liens created hereby Mortgaged Property (including Fixtures) is intended or inferred by such existencesituated. The Except for Permitted Security Interests, the Mortgagor will not create or suffer to be created or permit to exist any Lienlien, security interest or charge prior or junior to or on a parity with the Lien lien of this Mortgage upon the Collateral or any part thereof other than such Permitted Encumbrancesthereof. Except with respect to Permitted Encumbrances, the The Mortgagor will warrant and defend its the title to the Collateral against the claims and demands of all other Persons whomsoever and will maintain and preserve the Lien lien created hereby (and its priority) until the Secured Obligations shall be have been indefeasibly paid as provided in Section 12.18(a) of the Credit Agreementfull. If (i) an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any Person, including the holder of a Permitted Encumbrance, Person shall challenge the priority or validity of the Liens liens created by this MortgageMortgage and such claim or challenge is reasonably anticipated to have a Material Adverse Effect, then the Mortgagor agrees to immediately defend against such adverse claim, claim and take reasonably appropriate action to remove such cloud or subordinate such Permitted Encumbrancecloud, in each case, at the Mortgagor’s sole cost and expense. The Upon delivery of a 7 days’ prior written notice to the Mortgagor (provided that the Mortgagee shall be entitled to shorten this advance notice period or not grant such a period at all if the Mortgagee is of the opinion that any delay presents a concrete risk to the rights of Mortgagee), the Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable reasonably advisable to protect and preserve their interests in the Collateral, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all reasonable cost, attorneys’ fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien upon the Collateral; provided that Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The Mortgagor Mortgagors will not create or suffer to be created or permit to exist any Lienlien, or security interest or charge prior or senior to, junior to to, or on a parity with with, the Lien lien and security interest of this Mortgage upon the Collateral Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other than such income therefrom, except Permitted Encumbrances. Except with respect to for the Permitted Encumbrances, the Mortgagor Mortgagors will warrant and defend its the title to the Collateral Mortgaged Property against the claims and demands of all other Persons persons whomsoever and will maintain and preserve the Lien lien and security interests created hereby (and its priority) until so long as any of the Secured Obligations shall be paid as provided in Section 12.18(a) of Indebtedness remains unpaid. Except for the Credit Agreement. If (i) Permitted Encumbrances, should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any PersonMortgaged Property, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to Mortgagors agree they will immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole Mortgagors’ cost and expense. The Mortgagor , and Mortgagors further agrees agree that the Trustee and/or the Mortgagee may take such other action as they deem reasonable Mortgagee reasonably deems advisable to protect and preserve their its interests in the CollateralMortgaged Property, and in such event the Mortgagor Mortgagors will indemnify the Trustee and the Mortgagee against any and all costcosts, attorneys’ fees and other expenses which they it may reasonably incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien lien and security interest upon the Collateral; provided that Mortgaged Property subject only to the Permitted Encumbrances may existEncumbrances, but no intent to subordinate and the priority of the Liens created hereby is intended or inferred by such existence. The Mortgagor will not create or suffer to be created or permit to exist any Lienlien, security interest or charge prior or junior to or on a parity with the Lien lien and security interest of this Mortgage upon the Collateral Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other income therefrom other than such the Permitted Encumbrances. Except with respect to Permitted Encumbrances, the The Mortgagor will warrant and defend its the title to the Collateral Mortgaged Property against the claims and demands of all other Persons persons whomsoever and will maintain and preserve the Lien lien created hereby (and its priority) until the Secured Obligations shall be paid so long as provided in Section 12.18(a) any of the Credit AgreementIndebtedness secured hereby remains unpaid. If (i) Should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral Mortgaged Property other than a Permitted Encumbrance or (ii) any PersonEncumbrances, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to it will immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole 's cost and expense. The , and the Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the CollateralMortgaged Property, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all costcosts, attorneys’ attorney's fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage Deed of Trust is, and always will be kept, a direct first priority Lien lien and security interest upon the Collateral; provided that Permitted Encumbrances may exist, but no intent to subordinate the priority Deed of the Liens created hereby is intended or inferred by such existence. The Trust Property and Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien and security interest of this Mortgage Deed of Trust upon the Collateral Deed of Trust Property or any part thereof or upon the rents, issues, revenues, profits and other than such Permitted Encumbrancesincome therefrom. Except with respect to Permitted Encumbrances, the Mortgagor Xxxxxxxxx will warrant and defend its the title to the Collateral Deed of Trust Property against the claims and demands of all other Persons persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid as provided in Section 12.18(a) of Lien is released pursuant to the Credit Agreementterms herein. If (i) Should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any PersonDeed of Trust Property, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor Xxxxxxxxx agrees to it will immediately defend or cause such action to be taken against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the MortgagorXxxxxxxxx’s sole cost and expense. The Mortgagor , and Xxxxxxxxx further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the CollateralDeed of Trust Property, and in such event the Mortgagor Xxxxxxxxx will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ attorney’s fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien lien and security interest upon the Collateral; provided that Mortgaged Property subject only to the Permitted Encumbrances may existEncumbrances, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The and, except for Permitted Encumbrances, Mortgagor will not create or suffer to be created or permit to exist any Lienlien, security interest or charge prior or junior to or on a parity with the Lien lien and security interest of this Mortgage upon the Collateral Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other than such Permitted Encumbrancesincome therefrom. Except with respect Mortgagor hereby warrants and Mortgagor does by these presents agree to Permitted Encumbrances, forever defend the Mortgagor will warrant and defend its title to the Collateral Mortgaged Property against the claims and demands of all other Persons persons whomsoever and will to maintain and preserve the Lien lien created hereby (and its priority) until the Secured Obligations shall be paid so long as provided in Section 12.18(a) any of the Credit AgreementIndebtedness secured hereby remains unpaid. If (i) Should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any PersonMortgaged Property, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to it will immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole cost and expense. The , and Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the CollateralMortgaged Property, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ attorney’s fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien lien and security interest upon the Collateral; provided that Mortgaged Property subject only to the Permitted Encumbrances may exist, but no intent to subordinate the priority of the Liens created hereby is intended or inferred by such existence. The and Mortgagor will not create or suffer to be created or permit to exist any Lienlien, security interest or charge prior or junior to or on a parity with the Lien lien and security Exh F-8 119 interest of this Mortgage upon the Collateral Mortgaged Property or any part thereof or upon the rents, issues, revenues, profits and other than such Permitted Encumbrancesincome therefrom. Except with respect to Permitted Encumbrances, the Mortgagor will warrant and defend its the title to the Collateral Mortgaged Property against the claims and demands of all other Persons persons whomsoever and will maintain and preserve the Lien lien created hereby (and its priority) until the Secured Obligations shall be paid so long as provided in Section 12.18(a) any of the Credit AgreementIndebtedness secured hereby remains unpaid. If (i) Should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral other than a Permitted Encumbrance or (ii) any PersonMortgaged Property, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees to it will immediately defend against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole 's cost and expense. The , and Mortgagor further agrees that the Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the CollateralMortgaged Property, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ attorney's fees and other expenses which they may incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.

Defend Title. This Mortgage is, and always will be kept, a direct first priority Lien and security interest upon the Collateral; Mortgage Property, provided that certain Permitted Encumbrances may exist, exist on the Mortgage Property that have priority by operation of law but no intent to subordinate the priority of the Liens created hereby is intended or inferred by to the extent no such existence. The priority otherwise exists, and Mortgagor will not create or suffer to be created or permit to exist any Lien, security interest or charge prior or junior to or on a parity with the Lien and security interest of this Mortgage upon the Collateral Mortgage Property or any part thereof or upon the rents, issues, revenues, profits and other than such Permitted Encumbrancesincome therefrom. Except with respect to Permitted Encumbrances, the Mortgagor will warrant and defend its the title to the Collateral Mortgage Property against the claims and demands of all other Persons persons whomsoever and will maintain and preserve the Lien created hereby (and its priority) until the Secured Obligations shall be paid so long as provided in Section 12.18(a) any of the Credit AgreementIndebtedness secured hereby remains unpaid. If (i) Should an adverse claim is be made in writing against, against or a cloud develops develop upon the title to, to any part of the Collateral Mortgage Property other than a Permitted Encumbrance or (ii) any PersonLiens permitted by the Loan Agreement, including the holder of a Permitted Encumbrance, shall challenge the priority or validity of the Liens created by this Mortgage, then the Mortgagor agrees it will use commercially reasonable efforts to immediately defend or cause such action to be taken against such adverse claim, claim or take appropriate action to remove such cloud or subordinate such Permitted Encumbrance, in each case, at the Mortgagor’s sole cost and expense. The , and Mortgagor further agrees that after the occurrence and during the continuance of an Event of Default, Trustee and/or the Mortgagee may take such other action as they deem reasonable advisable to protect and preserve their interests in the CollateralMortgage Property, and in such event the Mortgagor will indemnify the Trustee and the Mortgagee against any and all cost, attorneys’ attorney’s fees and other expenses which they may reasonably incur in defending against any such adverse claim or taking action to remove any such cloud as provided in Sections 12.03(a) and (b) of the Credit Agreementcloud.