Common use of Liens in the Collateral Clause in Contracts

Liens in the Collateral. (a) The Liens in the Collateral granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral Documents (other than the Mortgages, referred to in clause (b) below) constitute and will continue to constitute Prior Security Interests in the Collateral (assuming the due filing of all financing statements and similar documents necessary to perfect such Liens), except for any (lower or prior ranking) Permitted Liens. All filing fees and other expenses in connection with the perfection of such Liens have been or will be paid by the Borrowers. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof except as enforceability may be limited by (a) bankruptcy, insolvency or other similar laws affecting creditors’ rights and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 8.2.2.

Liens in the Collateral. (a) The Until the Release Date, the Liens in the Collateral granted to the Administrative Agent for the benefit of the Secured Parties Lenders pursuant to the Collateral Documents (other than the Mortgages, referred to in clause (b) below) constitute and will continue to constitute Prior Security Interests first priority, perfected security interests, except in the Collateral case of (assuming the due filing of all financing statements and similar documents necessary to perfect such Liens), except for any (lower or prior rankinga) Permitted Liens, to the extent any such Permitted Liens would have priority over Liens in favor of the Administrative Agent pursuant to any applicable law and (b) Liens perfected only by possession, to the extent the Administrative Agent has not obtained or does not maintain possession of such Collateral. All filing fees and other expenses in connection with the perfection of such Liens have been or will be paid by the BorrowersLoan Parties. (bx) Each Mortgage, upon execution and delivery thereof Section 8.1.3 of the Credit Agreement is hereby amended by adding the parties thereto, will create in favor following language at the end thereof: At the request of the Administrative Agent, the Loan Parties shall deliver to the Administrative Agent and each of the Lenders (x) on the First Amendment Closing Date and annually thereafter until the Release Date an original certificate of insurance signed by the Loan Parties’ independent insurance broker describing and certifying as to the existence of the insurance on the Collateral required to be maintained by this Agreement and the other Loan Documents, together with a copy of the endorsement described in the next sentence attached to such certificate, and (y) from time to time until the Release Date a summary schedule indicating all insurance then in force with respect to each of the Loan Parties. Such policies of insurance shall contain special endorsements which include the provisions specified below or are otherwise in form acceptable to the Administrative Agent in its discretion. Until the Release Date, the applicable Loan Parties shall notify the Administrative Agent promptly of any occurrence causing a material loss of the Collateral and the estimated (or actual, if available) amount of such loss or decline. Any monies received by the Administrative Agent constituting insurance proceeds may, at the option of the Administrative Agent, (i) in the case of property insurance proceeds received during the existence of an Event of Default, be applied by the Administrative Agent to the payment of the Obligations in accordance with the terms of the Credit Agreement, (ii) for losses of less than Twenty-Five Million and 00/100 Dollars ($25,000,000) received at such time as no Event of Default or Potential Default exists, be disbursed by the Administrative Agent to the applicable Loan Parties, and (iii) for losses equal to or greater than Twenty-Five Million and 00/100 Dollars ($25,000,000) received at such time as no Event of Default or Potential Default exists, be disbursed by the Administrative Agent to the applicable Loan Parties on such terms as are deemed appropriate by the Administrative Agent for the benefit repair, restoration and/or replacement of Collateral and other property in respect of which such proceeds were received. xi) Section 8.1 of the Secured Parties, a legal, valid and enforceable security interest in all Credit Agreement is hereby amended by adding the applicable mortgagor’s right, title and interest in and to following new Section 8.1.11 at the Mortgaged Properties subject thereto and the proceeds thereof except as enforceability may be limited by (a) bankruptcy, insolvency or other similar laws affecting creditors’ rights and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds end thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 8.2.2.:

Liens in the Collateral. (a) The Liens Collateral Documents, upon execution and delivery thereof by the parties thereto, will create in the Collateral granted to the Administrative favor of Agent for the benefit of the Secured Parties pursuant Lenders, a valid and enforceable Lien in the Collateral covered thereby. When the Equity Interests of US Subsidiaries that are Collateral and constitute certificated securities (as defined in the Uniform Commercial Code or the PPSA, as applicable) are delivered to Agent, together with instruments of transfer duly endorsed in blank, the security interest created under the Collateral Documents will constitute a security interest (subject to Permitted Liens) in all right, title and interest of the Credit Parties in such Collateral in each case prior and superior in right to any other Person (other than the Mortgages, referred rights of Persons pursuant to in (x) Liens permitted pursuant to clause (bz) belowof the definition of "Permitted Liens" and (y) constitute Permitted Liens having priority by operation of law) and will continue to constitute Prior Security Interests (ii) when Uniform Commercial Code or PPSA financing statements in appropriate form are filed in the applicable filing offices promptly following the Closing Date and in any event within any applicable time periods required by Law, the security interests created under the Collateral Documents will constitute a security interest (assuming subject to Permitted Liens) in all right, title and interest of the due Credit Parties in the remaining Collateral to the extent perfection can be obtained by filing of all Uniform Commercial Code or PPSA financing statements in each case prior and similar documents necessary superior in right to perfect such any other Person (other than the rights of Persons pursuant to (x) Liens permitted pursuant to clause (z) of the definition of "Permitted Liens), except for any " and (lower or prior rankingy) Permitted LiensLiens having priority by operation of law). All filing fees fees, related Taxes and other expenses in connection with the perfection of such Liens have been or will be paid by the Borrowers. (b) Each Mortgage, upon execution and delivery thereof by the parties thereto, will create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in all the applicable mortgagor’s right, title and interest in and to the Mortgaged Properties subject thereto and the proceeds thereof except as enforceability may be limited by (a) bankruptcy, insolvency or other similar laws affecting creditors’ rights and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law), and when the Mortgages have been filed in the jurisdictions specified therein, the Mortgages will constitute a fully perfected security interest in all right, title and interest of the mortgagors in the Mortgaged Properties and the proceeds thereof, prior and superior in right to any other Person, but subject to Liens permitted under Section 8.2.2.