Common use of Security Interests and Collateral Clause in Contracts

Security Interests and Collateral. On or before the Closing Date, the Borrower and its Subsidiaries shall have taken or caused to be taken all such actions as may be reasonably necessary, in the opinion of counsel to the Agent, to give the Banks a valid and perfected first priority Lien on and security interest in the Collateral. Such actions shall include without limitation: (i) The delivery to the Agent pursuant to the Security Agreements, the Concentration Account Pledge Agreement and the Stock Pledge Agreements relating to such Collateral of evidence satisfactory to the Agent of the filing of proper financing statements and fixture filings duly filed under the Uniform Commercial Code in form and substance satisfactory to the Agent in each jurisdiction as may be reasonably necessary or desirable in order to perfect the first priority security interests in the Collateral created thereby. (ii) With respect to the Collateral constituting real property, the delivery to the Agent of the following: (A) Evidence that counterparts of the Mortgages and such other documents, instruments and agreements reasonably requested by the Agent (in each case in form and substance reasonably satisfactory to the Agent) have been duly recorded in all places that are reasonably necessary to create a valid and enforceable first priority Lien on all parcels of real property constituting the Collateral delivered on the Closing Date in favor of the Banks, subject only to Permitted Encumbrances; (B) A title insurance policy for each parcel of real property constituting such Collateral in the form of an American Land Title Association Standard Loan Policy Form 1992 (L.P. 10), with ALTA Endorsement Form 1 Coverage, insuring that on the Closing Date, the Borrower or the applicable Subsidiary of the Borrower owns fee simple title to such real property and that the mortgage relating thereto is a valid first Lien on such real property. Each such title insurance policy shall be in an amount approved by the Agent and normally equal to at least the Appraised Value of such real property and contain the special endorsements requested by the Agent. No such title insurance policy shall contain any survey exceptions, exceptions for rights of parties in possession, easements not of record or installments of taxes or special assessments (other than taxes and special assessments not then payable), or any other exceptions to coverage not approved by the Agent. Each such title insurance policy shall contain such reinsurance agreements as the Agent may reasonably require; and (C) Evidence of the payment of the applicable fees respecting the recordation of the Mortgages and applicable fees respecting the recordation of amendments to the Original Mortgages. (iii) The Agent shall have received a landlord's waiver from the landlord under any ground lease in form and substance satisfactory to the Agent as to each of the leased premises (if any) which constitutes any Collateral being delivered on the Closing Date; provided, however, that the Agent may, in its sole discretion, waive this requirement as to any leases which it feels are immaterial to the overall Collateral.

Security Interests and Collateral. On or before the Closing Date, the Borrower and its Subsidiaries shall have taken or caused to be taken all such actions as may be reasonably necessary, in the opinion of counsel to the Agent, to give the Banks a valid and perfected first priority Lien on and security interest in the Collateral. Such actions shall include without limitation: (i) The delivery to the Agent pursuant to the Security Agreements, the Concentration Account Pledge Agreement and Agreement, the Stock Pledge Agreements and the Partnership Interest Pledge Agreement relating to such Collateral of evidence satisfactory to the Agent of the filing of proper financing statements and fixture filings duly filed under the Uniform Commercial Code in form and substance satisfactory to the Agent in each jurisdiction as may be reasonably necessary or desirable in order to perfect the first priority security interests in the Collateral created thereby. (ii) With respect to the Collateral constituting real property, the delivery to the Agent of the following: (A) Evidence that counterparts of the Mortgages and such other documents, instruments and agreements reasonably requested by the Agent (in each case in form and substance reasonably satisfactory to the Agent) have been duly recorded in all places that are reasonably necessary to create a valid and enforceable first priority Lien on all parcels of real property constituting the Collateral delivered on the Closing Date in favor of the Banks, subject only to Permitted Encumbrances; (B) A title insurance policy for each parcel of real property constituting such Collateral in the form of an American Land Title Association Standard Loan Policy Form 1992 (L.P. 10), with ALTA Endorsement Form 1 Coverage, insuring that on the Closing Date, the Borrower or the applicable Subsidiary of the Borrower owns fee simple title to such real property and that the mortgage relating thereto is a valid first Lien on such real property. Each such title insurance policy shall be in an amount approved by the Agent and normally equal to at least the Appraised Value of such real property and contain the special endorsements requested by the Agent. No such title insurance policy shall contain any survey exceptions, exceptions for rights of parties in possession, easements not of record or installments of taxes or special assessments (other than taxes and special assessments not then payable), or any other exceptions to coverage not approved by the Agent. Each such title insurance policy shall contain such reinsurance agreements as the Agent may reasonably require; and (C) Evidence of the payment of the applicable fees respecting the recordation of the Mortgages and applicable fees respecting the recordation of amendments to the Original Mortgages. (iii) The Agent shall have received a landlord's waiver from the landlord under any ground lease in form and substance satisfactory to the Agent as to each of the leased premises (if any) which constitutes any Collateral being delivered on the Closing Date; provided, however, that the Agent may, in its sole discretion, waive this requirement as to any leases which it feels are immaterial to the overall Collateral.