Common use of Perfection and Priority of Security Interests Clause in Contracts

Perfection and Priority of Security Interests. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for Permitted Liens. All filings and other actions necessary to perfect and protect the security interest in the Collateral created under the Collateral Documents (other than the Mortgages and the Assignments of Leases) have been duly made or taken and are in full force and effect, and the Collateral Documents (other than the Mortgages and the Assignments of Leases) create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral (other than the Collateral described in the Mortgages and the Assignments of Leases), securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. All filings and other actions necessary to perfect and protect the security interest in the Collateral created under the Mortgages and the Assignments of Leases will be duly made or taken upon the recordation of the Mortgages and the Assignments of Leases in the applicable land records and will be in full force and effect as and from such recordation, and the Mortgages and the Assignments of Leases (i) create in favor of the Collateral Agent for the benefit of the Secured Parties a valid security interest in that portion of the Collateral described in the Mortgages and the Assignments of Leases that constitutes real property or interests therein and (ii) will, together with such filings and other actions, upon such recordation of the Mortgages and the Assignments of Leases, create in favor of the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in that portion of the Collateral described in the Mortgages and the Assignments of Leases that constitutes real property or interests therein, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest will be duly taken.

Perfection and Priority of Security Interests. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for Permitted Liens. All filings and other actions necessary to perfect and protect the security interest in the Collateral created under the Collateral Documents (other than the Mortgages and the Assignments of Leases) have been duly made or taken and are in full force and effect, and the Collateral Documents (other than the Mortgages and the Assignments of Leases) create in favor of the Collateral Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral (other than the Collateral described in the Mortgages and the Assignments of Leases)Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. All filings and other actions necessary to perfect and protect the security interest The Mortgages, when properly recorded in the appropriate records, and Collateral Documents, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first mortgage lien on the Collateral Assets, subject only to Permitted Liens and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Tenancy Leases and the Operating Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Liens. The Borrowers, the TRS Lessees and the Pledgors, as applicable, are the legal and beneficial owners of the Collateral free and clear of any Lien, except for Permitted Liens and the Liens created under the Mortgages Loan Documents. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of any Collateral Asset to the applicable Borrower have been paid and the Assignments of Leases will be duly made or taken upon the recordation granting and recording of the Mortgages and Mortgage required to be filed in connection with the Assignments Loan. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of Leases in any of the Loan Documents, including, without limitation, the Mortgages, have been paid, and, under current Legal Requirements, each Mortgage is enforceable against the applicable land records and will be Borrower in full force and effect as and from such recordation, and the Mortgages and the Assignments of Leases (i) create in favor of accordance with its terms by the Collateral Agent for the benefit (or any subsequent holder thereof) subject only to applicable bankruptcy, insolvency and similar laws affecting rights of the Secured Parties a valid security interest in that portion of the Collateral described in the Mortgages and the Assignments of Leases that constitutes real property or interests therein and (ii) will, together with such filings and other actions, upon such recordation of the Mortgages and the Assignments of Leases, create in favor of the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in that portion of the Collateral described in the Mortgages and the Assignments of Leases that constitutes real property or interests therein, securing the payment of the Secured Obligationscreditors generally, and all filings and other actions necessary subject as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or desirable to perfect and protect such security interest will be duly takenat law.

Perfection and Priority of Security Interests. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for Permitted Liens. All filings and other actions necessary to perfect and protect the security interest in the Collateral created under the Collateral Documents (other than the Mortgages and the Assignments of Leases) have been duly made or taken and are in full force and effect, and the Collateral Documents (other than the Mortgages and the Assignments of Leases) create in favor of the Collateral Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected first priority security interest in the Collateral (other than the Collateral described in the Mortgages and the Assignments of Leases)Collateral, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest have been duly taken. All filings and other actions necessary to perfect and protect the security interest The Mortgages, when properly recorded in the appropriate records, and Collateral Documents, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (a) a valid, perfected first mortgage lien on the Collateral Assets, subject only to Permitted Liens and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Tenancy Leases and the Operating Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Liens. The Borrowers are the legal and beneficial owners of the Collateral free and clear of any Lien, except for Permitted Liens and the Liens created under the Mortgages Loan Documents. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of any Collateral Asset to the applicable Borrower have been paid and the Assignments of Leases will be duly made or taken upon the recordation granting and recording of the Mortgages and Mortgage required to be filed in connection with the Assignments Loan. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of Leases in any of the Loan Documents, including, without limitation, the Mortgages, have been paid, and, under current Legal Requirements, each Mortgage is enforceable against the applicable land records Borrower in accordance with its terms by the Administrative Agent (or any subsequent holder thereof) subject only to applicable bankruptcy, insolvency and will be in full force and effect as and from such recordationsimilar laws affecting rights of creditors generally, and the Mortgages and the Assignments subject as to enforceability, to general principles of Leases equity (i) create regardless of whether enforcement is sought in favor of the Collateral Agent for the benefit of the Secured Parties a valid security interest proceeding in that portion of the Collateral described in the Mortgages and the Assignments of Leases that constitutes real property equity or interests therein and (ii) will, together with such filings and other actions, upon such recordation of the Mortgages and the Assignments of Leases, create in favor of the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in that portion of the Collateral described in the Mortgages and the Assignments of Leases that constitutes real property or interests therein, securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable to perfect and protect such security interest will be duly takenat law.