Common use of Lien; Valid Assignment Clause in Contracts

Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage to Buyer, assignment of Assignment of Leases to Buyer, Transfer Certificate (if applicable) and Foreign Assignment Agreement (if applicable) constitutes a legal, valid and binding assignment to Buyer. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien or other first priority security interest on the related Mortgagor’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Purchased Asset or allocated loan amount (subject only to Permitted Encumbrances), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances) is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) and other recorded encumbrances, and no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or, in the case of U.S. Purchased Assets, insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Purchased Asset establishes and creates a valid and enforceable lien on property described therein, except as such enforcement may be limited by Standard Qualifications subject to the limitations described in Paragraph (9) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) is required in order to effect such perfection.

Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage to Buyer, and assignment of Assignment of Leases to Buyer, Transfer Certificate (if applicable) and Foreign Assignment Agreement (if applicable) Buyer constitutes a legal, valid and binding assignment to Buyer. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien or other first priority security interest on the related Mortgagor’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Purchased Asset or allocated loan amount (subject only to Permitted Encumbrances), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances) is is, based on the Title Policy, free and clear of any recorded mechanics’ liens, recorded materialmen’s liens (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) and other recorded encumbrances, and no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or, in the case of U.S. Purchased Assets, or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Purchased Asset establishes and creates a valid and enforceable lien on property described therein, except as such enforcement may be limited by Standard Qualifications subject to the limitations described in Paragraph (9) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) is required in order to effect such perfection.

Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage to Buyer, and assignment of Assignment of Leases to Buyer, Transfer Certificate (if applicable) and Foreign Assignment Agreement (if applicable) Buyer constitutes a legal, valid and binding assignment to Buyer. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien or other first priority security interest on the related Mortgagor’s fee or leasehold interest in the Underlying Mortgaged Property in the principal amount of such Purchased Asset or allocated loan amount (subject only to Permitted Encumbrances), except as the enforcement thereof may be limited by the Standard Qualifications. Such Underlying Mortgaged Property (subject to and excepting Permitted Encumbrances) is is, based on the title policy, free and clear of any recorded mechanics’ liens, recorded materialmen’s liens (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) and other recorded encumbrances, and no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or, in the case of U.S. Purchased Assets, or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Purchased Asset establishes and creates a valid and enforceable lien on property described therein, except as such enforcement may be limited by Standard Qualifications subject to the limitations described in Paragraph (9) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) is required in order to effect such perfection.

Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage to Buyer, Buyer and each assignment of Assignment of Leases to Buyer, Transfer Certificate (if applicable) and Foreign Assignment Agreement (if applicable) Buyer constitutes a legal, valid and binding assignment to Buyer. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien or other first priority security interest on the related Mortgagor’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Purchased Asset or allocated loan amount (subject only to Permitted Encumbrances), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances) is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) and other recorded encumbrances, and no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or, in the case of U.S. Purchased Assets, or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Purchased Asset establishes and creates a valid and enforceable lien on property described therein, except as such enforcement may be limited by Standard Qualifications subject to the limitations described in Paragraph (9) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) is required in order to effect such perfection.

Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each assignment of Mortgage to Buyer, and assignment of Assignment of Leases to Buyer, Transfer Certificate (if applicable) and Foreign Assignment Agreement (if applicable) from Seller constitutes a legal, valid and binding assignment to Buyerfrom Seller. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien or other first priority security interest on the related Mortgagor’s fee (or leasehold if identified on the Purchased Asset Schedule, leasehold) interest in the Underlying Mortgaged Property in the principal amount of such Purchased Asset or allocated loan amount (subject only to Permitted EncumbrancesEncumbrances (as defined below)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Underlying Mortgaged Property (subject to and excepting Permitted Encumbrances) is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) and other recorded encumbrances, and no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or, in the case of U.S. Purchased Assets, insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Purchased Asset establishes and creates a valid and enforceable lien on property described therein, except as such enforcement may be limited by Standard Insolvency Qualifications subject to the limitations described in Paragraph clause (910) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC Uniform Commercial Code financing statements (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) is required in order to effect such perfection.

Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage to Buyer, and assignment of Assignment of Leases to BuyerAdministrative Agent, Transfer Certificate (if applicable) and Foreign Assignment Agreement (if applicable) on behalf of Buyers, constitutes a legal, valid and binding assignment to BuyerAdministrative Agent, on behalf of Xxxxxx. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien or other first priority security interest on the related Mortgagor’s fee or leasehold interest in the Underlying Mortgaged Property in the principal amount of such Purchased Asset or allocated loan amount (subject only to Permitted Encumbrances), except as the enforcement thereof may be limited by the Standard Qualifications. Such Underlying Mortgaged Property (subject to and excepting Permitted Encumbrances) is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) and other recorded encumbrances, and no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or, in the case of U.S. Purchased Assets, or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Purchased Asset establishes and creates a valid and enforceable lien on property described therein, except as such enforcement may be limited by Standard Qualifications subject to the limitations described in Paragraph (9) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) is required in order to effect such perfection.. LEGAL_US_E # 160815361.8

Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage to Buyer, and assignment of Assignment of Leases to BuyerAdministrative Agent, Transfer Certificate (if applicable) and Foreign Assignment Agreement (if applicable) on behalf of Buyers, constitutes a legal, valid and binding assignment to BuyerAdministrative Agent, on behalf of Buyers. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien or other first priority security interest on the related Mortgagor’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Purchased Asset or allocated loan amount (subject only to Permitted Encumbrances), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances) is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) and other recorded encumbrances, and no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or, in the case of U.S. Purchased Assets, or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Purchased Asset establishes and creates a valid and enforceable lien on property described therein, except as such enforcement may be limited by Standard Qualifications subject to the limitations described in Paragraph (9) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) is required in order to effect such perfection.

Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage to Buyer, and assignment of Assignment of Leases to BuyerAdministrative Agent, Transfer Certificate (if applicable) and Foreign Assignment Agreement (if applicable) on behalf of Buyers, constitutes a legal, valid and binding assignment to BuyerAdministrative Agent, on behalf of Xxxxxx. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien or other first priority security interest on the related Mortgagor’s fee or leasehold interest in the Mortgaged Property in the principal amount of such Purchased Asset or allocated loan amount (subject only to Permitted Encumbrances), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances) is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) and other recorded encumbrances, and no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or, in the case of U.S. Purchased Assets, or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Purchased Asset establishes and creates a valid and enforceable lien on property described therein, except as such enforcement may be limited by Standard Qualifications subject to the limitations described in Paragraph (9) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements (or, with respect to any Foreign Purchased Asset, their equivalent under applicable Requirements of Law in the relevant non-U.S. jurisdiction) is required in order to effect such perfection.